Common use of Consideration; Survival; Cumulative Rights Clause in Contracts

Consideration; Survival; Cumulative Rights. Indemnitor acknowledges Lender has relied and will rely on the representations, warranties, covenants and agreements herein in entering into and extending credit under the Credit Agreement and that the execution and delivery of this Agreement is an essential condition but for which Lender would not enter into and extend credit under the Credit Agreement. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor and Indemnitor’s successors, permitted assigns and legal representatives and shall inure to the benefit of Lender and its respective successors, assigns and legal representatives and participants in the Term Loan and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser of the Property by virtue of this Agreement) and shall terminate three (3) years after the Transition Date. Any amount to be paid under this Agreement by Indemnitor shall be a demand obligation owing by Indemnitor (which Indemnitor, jointly and severally, hereby promises to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement. Lender’s rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents or at law or in equity, and payments by Indemnitor under this Agreement shall not reduce Indemnitor’s obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s or such other person's liability or Lender’s recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, Indemnitor’s (and, if applicable, such other person's) liability hereunder being direct and primary and not as a guarantor or surety. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of Lender, Trustee and/or any other Indemnified Party against Indemnitor or any other person under any Environmental Requirement or otherwise at law or in equity, including, without limitation, any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor acknowledges Lender Obligors acknowledge that Agent has relied and will rely on the representations, warranties, covenants and agreements herein in entering into and extending credit under continuing to maintain the Credit Agreement Loans and that the execution and delivery of this Agreement is an essential condition but for which Lender Agent would not enter into and extend credit under continuing to maintain the Credit AgreementLoans. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor Obligors and Indemnitor’s their successors, permitted assigns and legal representatives and shall inure to the benefit of Agent and any Lender and its their respective successors, assigns and legal representatives and participants in the Term Loan Loans; and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser terminate on the Release Date or upon the release, foreclosure or other termination of the Property Deed of Trust, but will survive the Release Date, the payment in full of the indebtedness secured by virtue the Deed of this Agreement) Trust, foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, the release or termination of the Deed of Trust and shall terminate three (3) years after any and all of the Transition Dateother Loan Documents, any investigation by or on behalf of Agent, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by Indemnitor Obligors (or any of them) shall be a demand obligation owing by Indemnitor Obligors (which Indemnitor, jointly and severally, Obligors hereby promises promise to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement). LenderAgent’s rights under this Agreement shall be in addition to all rights of Lender Agent under the other Loan Documents or at law or in equity, and payments by Indemnitor any Obligor under this Agreement shall not reduce Indemnitor’s Obligors’ obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s Obligors’ or such other person's ’s liability or LenderAgent’s recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, Indemnitor’s Obligors’ (and, if applicable, such other person's’s) liability hereunder being direct and primary and not as a guarantor or surety. Each Obligor hereby assigns and irrevocably transfers to Agent any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against any other Obligor or any other person for Environmental Damages. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of LenderAgent, Trustee and/or any other Indemnified Party against Indemnitor any Obligor or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Each Indemnitor acknowledges Lender that SunLink has relied and will rely on the representations, warranties, covenants and agreements herein in entering into closing and extending credit under funding the Credit Agreement Loan and that the execution and delivery of this Agreement is an essential condition but for which Lender SunLink would not enter into and extend credit under close or fund the Credit AgreementLoan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor each Indemnitor, jointly and severally, and each Indemnitor’s successors, permitted assigns and legal representatives and shall inure to the benefit of Lender SunLink and its respective successors, assigns and legal representatives and participants in the Term Loan and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser terminate on the Transition Date or upon the release, foreclosure or other termination of the Property by virtue of this Agreement) and shall terminate three (3) years after Mortgage, but will survive the Transition Date, the payment in full of the indebtedness secured by the Mortgage, foreclosure of the Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and any and all of the other Loan Documents, any investigation by or on behalf of SunLink, any bankruptcy or other debtor relief proceeding, and any other event whatsoever, until such time as the SunLink would have no potential liability for any Environmental Claim hereunder. Any amount to be paid under this Agreement by Indemnitor Indemnitors shall be a joint and several demand obligation owing by each Indemnitor (which Indemnitor, jointly and severally, Indemnitors hereby promises promise to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement). LenderSunLink’s rights under this Agreement shall be in addition to all rights of Lender SunLink under the other Loan Documents Documents, the Amended Merger Agreement, the Management Agreement or at law or in equity, and payments by Indemnitor Indemnitors under this Agreement shall not reduce Indemnitor’s Indemnitors’ obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitor Indemnitors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s Indemnitors’ or such other person's ’s liability or LenderSunLink’s recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the other Loan Documents, Indemnitor’s or under the Amended Merger Agreement or under the Management Agreement, Indemnitors’ (and, if applicable, such other person's’s) liability hereunder being direct and primary and not as a guarantor Indemnitor or surety. Nothing in this Agreement or in any other Loan Document Document, the Amended Merger Agreement or the Management Agreement shall limit or impair any rights or remedies of Lender, Trustee and/or SunLink or any other Indemnified Party against Indemnitor Indemnitors or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor acknowledges Lender has The Obligors acknowledge that the Administrative Agent and the Lenders have relied and will rely on the representations, warranties, covenants and agreements herein in entering into closing and extending credit under funding the Credit Agreement Loan and that the execution and delivery of this Agreement is an essential condition but for which Lender the Administrative Agent and the Lenders would not enter into and extend credit under close or fund the Credit AgreementLoan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor the Obligors and Indemnitor’s their successors, permitted assigns and legal representatives and shall inure to the benefit of Lender the Administrative Agent and its respective each of the Lenders and their successors, assigns and legal representatives and participants in the Term Loan Loan; and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser terminate on the Release Date or upon the release, foreclosure or other termination of the Property Mortgage, but will survive the Release Date, the payment in full of the indebtedness secured by virtue the Mortgage, foreclosure of this Agreement) the Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and shall terminate three (3) years after any and all of the Transition Dateother Loan Documents, any investigation by or on behalf of the Administrative Agent and the Lenders, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by Indemnitor the Obligors (or any of them) shall be a demand obligation owing by Indemnitor the Obligors (which Indemnitor, jointly and severally, the Obligors hereby promises promise to pay) ). The Administrative Agent’s and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement. Lender’s Lenders’ rights under this Agreement shall be in addition to all rights of Lender the Administrative Agent and/or the Lenders under the other Loan Documents or at law or in equity, and payments by Indemnitor any Obligor under this Agreement shall not reduce Indemnitor’s the Obligors’ obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor the Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s the Obligors’ or such other person's ’s liability or Lenderthe Administrative Agent’s and/or the Lenders’ recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, Indemnitor’s the Obligors’ (and, if applicable, such other person's’s) liability hereunder being direct and primary and not as a guarantor or surety. Each Obligor hereby assigns and irrevocably transfers to the Administrative Agent, on behalf of the Lenders, any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against any other Obligor or any other person for Environmental Damages. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of Lenderthe Administrative Agent, Trustee the Lenders and/or any other Indemnified Party against Indemnitor any Obligor or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor acknowledges Obligors acknowledge that Lender has relied and will rely on the representations, warranties, covenants and agreements herein in entering into closing and extending credit under funding the Credit Agreement Loan and that the execution and delivery of this Agreement is an essential condition but for which Lender would not enter into and extend credit under close or fund the Credit AgreementLoan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor Obligors and Indemnitor’s their successors, permitted assigns and legal representatives and shall inure to the benefit of Lender and its respective successors, assigns and legal representatives and participants in the Term Loan Loan; and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser terminate on the Release Date or upon the release, foreclosure or other termination of the Property Deed of Trust, but will survive the Release Date, the payment in full of the indebtedness secured by virtue the Deed of Trust, foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, the release and reconveyance or termination of the Deed of Trust and any and all of the other Loan Documents, any investigation by or on behalf of Lender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. The obligations of Obligors under this Agreement) and shall terminate three (3) years after Agreement are not secured by the Transition DateDeed of Trust. Any amount to be paid under this Agreement by Indemnitor Obligors (or any of them) shall be a demand obligation owing by Indemnitor Obligors (which Indemnitor, jointly and severally, Obligors hereby promises promise to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement). Lender’s rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents or at law or in equity, and payments by Indemnitor any Obligor under this Agreement shall not reduce Indemnitor’s Obligors’ obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s Obligors’ or such other person's ’s liability or Lender’s recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, Indemnitor’s Obligors’ (and, if applicable, such other person's’s) liability hereunder being direct and primary and not as a guarantor or surety. Notwithstanding the foregoing, any Guarantor’s obligations under this Agreement are separate from and in addition to such Guarantor’s obligations under any separate Guaranty Agreement executed in connection with the Loan. Each Obligor hereby assigns and irrevocably transfers to Lender any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against any other Obligor or any other person for Environmental Damages. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of Lender, Trustee and/or any other Indemnified Party against Indemnitor any Obligor or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor Borrower acknowledges that Lender has relied and will rely on the representations, warranties, covenants and agreements herein in entering into closing and extending credit under funding the Credit Agreement Loan and that the execution and delivery of this Agreement is an essential condition but for which Lender would not enter into and extend credit under close or fund the Credit AgreementLoan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor Borrower and Indemnitor’s Borrower's c:\wp50\NBPLASMA.015\95.5042\081195\NBMISC#12\MJC\MS Environmental Indemnity Agreement 8 successors, permitted assigns and legal representatives and shall inure to the benefit of Lender and its respective successors, assigns and legal representatives and participants in the Term Loan; and shall not terminate upon the foreclosure of the Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and any and all of the other Loan Documents (unless said release or termination occurs as a result of the full payment and performance of the indebtedness represented by the Mortgage and other extensions Loan Documents), any investigation by or on behalf of credit under Lender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever; provided, however, said representations, warranties, covenants and agreement (specifically excluding any indemnity obligations and agreements) shall terminate on the Credit Agreement (provided that, Indemnitor, its Transition Date if the Transition Date occurs as a result of the full payment and performance of the indebtedness represented by the Mortgage and other Loan Documents. The indemnity obligations and agreements contained in this Agreement: shall be binding upon Borrower and Borrower's successors, permitted assigns and legal representatives and shall inure to the benefit of Lender and its successors, assigns and legal representatives and participants in the Loan; and shall not be liable to any third party purchaser terminate on the Transition Date or upon the release, foreclosure or other termination of the Property by virtue of this Agreement) and shall terminate three (3) years after Mortgage, but will survive the Transition Date, the payment in full of the indebtedness secured by the Mortgage, foreclosure of the Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and all of the other Loan Documents, any investigation by or on behalf of Lender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by Indemnitor Borrower shall be a demand obligation owing by Indemnitor Borrower (which Indemnitor, jointly and severally, Borrower hereby promises to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement). Lender’s 's rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents or at law or in equity, and payments by Indemnitor Borrower under this Agreement shall not reduce Indemnitor’s Borrower's obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor Borrower or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s Borrower's or such other person's liability or Lender’s 's recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, Indemnitor’s Borrower's (and, if applicable, such other person's) liability hereunder being direct and primary and not as a guarantor or surety. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of Lender, Trustee and/or any other Indemnified Party against Indemnitor Borrower or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor Borrower acknowledges that Lender has relied and will rely on the representations, warranties, covenants and agreements herein in entering into closing and extending credit under funding the Credit Agreement Loan and that the execution and delivery of this Agreement is an essential condition but for which Lender would not enter into and extend credit under close or fund the Credit AgreementLoan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor Borrower and Indemnitor’s its successors, permitted assigns and legal representatives and shall inure to the benefit of Lender and its respective successors, assigns and legal representatives and participants in the Term Loan Loan; and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser terminate on the Release Date or upon the release, foreclosure or other termination of the Property Mortgage, but will survive the Release Date, the payment in full of the indebtedness secured by virtue the Mortgage, foreclosure of this Agreement) the Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and shall terminate three (3) years after any and all of the Transition Dateother Documents, any investigation by or on behalf of the Lender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by Indemnitor Borrower shall be a demand obligation owing by Indemnitor Borrower (which Indemnitor, jointly and severally, Borrower hereby promises promise to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement). Lender’s 's rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents or at law or in equity, under this Agreement shall be in addition to all rights of Lender under the Documents or at law or in equity, and payments by Indemnitor Borrower under this Agreement shall not reduce Indemnitor’s obligations Borrower's obligation and liabilities under any of the other Loan Documents. The liability of Indemnitor Borrower or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s Borrower's or such other person's liability or Lender’s 's recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, Indemnitor’s Borrower's (and, if applicable, such other person's) liability hereunder being direct and primary and not as a guarantor or surety. Borrower hereby assigns and irrevocably transfers to Lender any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against Borrower or any other person for Environmental Damages. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of Lender, Trustee and/or any other Indemnified Party against Indemnitor Borrower or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor acknowledges Lender has Borrower and Guarantors acknowledge that Administrative Agent and Lenders have relied and will rely on the representations, warranties, covenants and agreements herein in entering into closing and extending credit under funding the Credit Agreement Loan and that the execution and delivery of this Agreement is an essential condition but for which Lender Administrative Agent and Lenders would not enter into and extend credit under close or fund the Credit AgreementLoan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor Borrower, Guarantors and Indemnitor’s successors, permitted their respective successors and assigns and legal representatives and shall inure to the benefit of Lender Administrative Agent and its Lenders and their respective successors, assigns and legal representatives and participants in the Term Loan and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns Agreement; and legal representatives shall not be liable to any third party purchaser terminate on the Transition Date or upon the release, foreclosure or other termination of the Property by virtue of this Agreement) and shall terminate three (3) years after applicable Mortgage, but will survive the Transition Date, the payment in full of the Obligations, foreclosure of the applicable Mortgage or conveyance in lieu of foreclosure, the release or termination of the applicable Mortgage and any and all of the other Loan Documents, any investigation by or on behalf of Administrative Agent or Lenders, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by Indemnitor Borrower or Guarantors shall be a demand obligation owing by Indemnitor Borrower and Guarantors (which Indemnitor, jointly Borrower and severally, Guarantors hereby promises promise to pay) ). Administrative Agent’s and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement. Lender’s Lenders’ rights under this Agreement shall be in addition to all rights of Lender Administrative Agent and Lenders under the other Loan Documents or at law or in equity, and payments by Indemnitor Borrower or Guarantors under this Agreement shall not reduce IndemnitorBorrower’s and Guarantors’ obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor Borrower, Guarantors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting IndemnitorBorrower’s or such other person's ’s liability or Administrative Agent’s or any Lender’s recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, IndemnitorBorrower’s and Guarantor’s (and, if applicable, such other person's’s) liability hereunder being direct and primary and not as a guarantor or surety. Borrower and each of the Guarantors hereby assign and irrevocably transfer to Administrative Agent any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against Borrower or any of the Guarantors, as applicable, or any other person for Environmental Damages. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of LenderAdministrative Agent, Trustee Lenders, and/or any other Indemnified Party against Indemnitor Borrower, Guarantors or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor Obligor acknowledges that Lender has relied and will rely on the representations, warranties, covenants covenants, and agreements herein in entering into this Agreement in closing and extending credit under funding the Credit Agreement Loan and that the execution and delivery of this Agreement is an essential condition but for which Lender would not enter into and extend credit under close or fund the Credit AgreementLoan. The representations, warranties, covenants covenants, and agreements in this Agreement shall will be binding upon Indemnitor Obligor and Indemnitor’s its successors, permitted assigns assigns, and legal representatives and shall will inure to the benefit of Lender and its respective successors, assigns and assigns, legal representatives representatives, and participants in the Term Loan and will not terminate upon the release, foreclosure, or other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser termination of the Property Deed of Trust, but will survive the payment in full of the indebtedness secured by virtue the Deed of this Agreement) Trust, foreclosure of the Deed of Trust, conveyance in lieu of foreclosure, the release and shall terminate three (3) years after reconveyance or termination of the Transition DateDeed of Trust and any and all of the other Loan Documents, any investigation by or on behalf of Lender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by Indemnitor shall Obligor will be a demand obligation owing by Indemnitor Obligor (which Indemnitor, jointly and severally, hereby Obligor promises to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement). Lender’s rights under this Agreement shall will be in addition to all rights of Lender under the other Loan Documents or at law or in equity, and payments by Indemnitor Obligor under this Agreement shall will not reduce IndemnitorObligor’s obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor Obligor or any other person under this Agreement shall will not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting IndemnitorObligor’s or such the other person's ’s liability or Lender’s recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach breach, or failure to perform by any party under the Loan Documents, IndemnitorObligor’s (and, if applicable, such the other person's’s) liability hereunder under this Agreement being direct and primary and not as a guarantor or surety. Obligor assigns and irrevocably transfers to Lender any and all rights of subrogation, contribution, indemnification, reimbursement, or similar rights it may have against any other person for Environmental Damages. Nothing in this Agreement or in any other Loan Document shall will limit or impair any rights or remedies of Lender, Trustee Trustee, and/or any other Indemnified Party against Indemnitor Obligor or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. Indemnitor acknowledges Lender Obligors acknowledge that Agent has relied and will rely on the representations, warranties, covenants and agreements herein in entering into closing and extending credit under funding the Credit Agreement Loans and that the execution and delivery of this Agreement is an essential condition but for which Lender Agent would not enter into and extend credit under close or fund the Credit AgreementLoans. The representations, warranties, covenants and agreements in this Agreement shall be binding upon Indemnitor Obligors and Indemnitor’s their successors, permitted assigns and legal representatives and shall inure to the benefit of Agent and any Lender and its their respective successors, assigns and legal representatives and participants in the Term Loan Loans; and other extensions of credit under the Credit Agreement (provided that, Indemnitor, its successors, permitted assigns and legal representatives shall not be liable to any third party purchaser terminate on the Release Date or upon the release, foreclosure or other termination of the Property Deed of Trust, but will survive the Release Date, the payment in full of the indebtedness secured by virtue the Deed of this Agreement) Trust, foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, the release or termination of the Deed of Trust and shall terminate three (3) years after any and all of the Transition Dateother Loan Documents, any investigation by or on behalf of Agent, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by Indemnitor Obligors (or any of them) shall be a demand obligation owing by Indemnitor Obligors (which Indemnitor, jointly and severally, Obligors hereby promises promise to pay) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement). LenderAgent’s rights under this Agreement shall be in addition to all rights of Lender Agent under the other Loan Documents or at law or in equity, and payments by Indemnitor any Obligor under this Agreement shall not reduce Indemnitor’s Obligors’ obligations and liabilities under any of the other Loan Documents. The liability of Indemnitor Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the other Loan Documents (notwithstanding any language therein to the contrary or otherwise) or applicable law limiting Indemnitor’s Obligors’ or such other person's ’s liability or LenderAgent’s recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, Indemnitor’s Obligors’ (and, if applicable, such other person's’s) liability hereunder being direct and primary and not as a guarantor or surety. Each Obligor hereby assigns and irrevocably transfers to Agent any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against any other Obligor or any other person for Environmental Damages. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights or remedies of LenderAgent, Trustee and/or any other Indemnified Party against Indemnitor any Obligor or any other person under any Environmental Requirement or otherwise at law or in equity, including, including without limitation, limitation any rights of contribution or indemnification.