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

Consideration; Survival; Cumulative Rights. The Obligors acknowledge that the Administrative Agent and the Lenders have relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Loan and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors and their successors, assigns and legal representatives and shall inure to the benefit of the Administrative Agent and each of the Lenders and their successors, assigns and legal representatives and participants in the Loan; and shall not terminate on the Release Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Release 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 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 the Obligors (or any of them) shall be a demand obligation owing by the Obligors (which the Obligors hereby promise to pay). The Administrative Agent’s and the Lenders’ rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders under the Loan Documents or at law or in equity, and payments by any Obligor under this Agreement shall not reduce the Obligors’ obligations and liabilities under any of the Loan Documents. The liability of the Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Obligors’ or such other person’s liability or the 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, the Obligors’ (and, if applicable, such other person’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 the Administrative Agent, the Lenders and/or any other Indemnified Party against any Obligor 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. The Obligors acknowledge that the Administrative Agent and the Lenders have Indemnitor acknowledges Lender has relied and will rely on the representations, warranties, covenants and agreements herein in closing entering into and funding extending credit under the Loan Credit Agreement and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders Lender would not close or fund enter into and extend credit under the LoanCredit Agreement. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors Indemnitor and their Indemnitor’s successors, permitted assigns and legal representatives and shall inure to the benefit of the Administrative Agent Lender and each of the Lenders and their its respective successors, assigns and legal representatives and participants in the Loan; 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 not terminate on three (3) years after the Release Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Release 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 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 the Obligors (or any of them) Indemnitor shall be a demand obligation owing by the Obligors Indemnitor (which the Obligors Indemnitor, jointly and severally, hereby promise promises to pay)) and shall bear interest at the Default Rate of interest set forth in Section 3.4(a) of the Credit Agreement. The Administrative AgentLender’s and the Lenders’ rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders Lender under the other Loan Documents or at law or in equity, and payments by any Obligor Indemnitor under this Agreement shall not reduce the Obligors’ Indemnitor’s obligations and liabilities under any of the other Loan Documents. The liability of the Obligors 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 the Obligors’ Indemnitor’s or such other person’s 's liability or the Administrative AgentLender’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, the Obligors’ Indemnitor’s (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 the Administrative AgentLender, the Lenders Trustee and/or any other Indemnified Party against any Obligor Indemnitor 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. The Obligors acknowledge Borrower acknowledges that the Administrative Agent and the Lenders have Lender has relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Loan and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders Lender would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors Borrower and their Borrower's c:\wp50\NBPLASMA.015\95.5042\081195\NBMISC#12\MJC\MS Environmental Indemnity Agreement 8 successors, assigns and legal representatives and shall inure to the benefit of Lender and its successors, assigns and legal representatives and participants in the Administrative Agent Loan; and each shall not terminate upon the foreclosure of the Lenders Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and their 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 Loan Documents), any investigation by or on behalf of 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 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, 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 terminate on the Release Transition Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Release 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 the Administrative Agent and the LendersLender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by the Obligors (or any of them) Borrower shall be a demand obligation owing by the Obligors Borrower (which the Obligors Borrower hereby promise promises to pay). The Administrative Agent’s and the Lenders’ Lender's rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders Lender under the Loan Documents or at law or in equity, and payments by any Obligor Borrower under this Agreement shall not reduce the Obligors’ Borrower's obligations and liabilities under any of the Loan Documents. The liability of the Obligors Borrower or any other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Obligors’ Borrower's or such other person’s 's liability or the Administrative Agent’s and/or the Lenders’ 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, the Obligors’ Borrower's (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 the Administrative AgentLender, the Lenders Trustee and/or any other Indemnified Party against any Obligor Borrower 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. The Obligors acknowledge that the Administrative Agent and the Lenders have has relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Loan Loans and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders would not close or fund the LoanLoans. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors and their successors, assigns and legal representatives and shall inure to the benefit of the Administrative Agent and each of the Lenders any Lender and their respective successors, assigns and legal representatives and participants in the LoanLoans; and shall not terminate on the Release Date or upon the release, foreclosure or other termination of the MortgageDeed of Trust, but will survive the Release Date, the payment in full of the indebtedness secured by the MortgageDeed of Trust, foreclosure of the Mortgage Deed of Trust or conveyance in lieu of foreclosure, the release or termination of the Mortgage Deed of Trust and any and all of the other Loan Documents, any investigation by or on behalf of the Administrative Agent and the LendersAgent, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by the Obligors (or any of them) shall be a demand obligation owing by the Obligors (which the Obligors hereby promise to pay). The Administrative Agent’s and the Lenders’ rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders under the Loan Documents or at law or in equity, and payments by any Obligor under this Agreement shall not reduce the Obligors’ obligations and liabilities under any of the Loan Documents. The liability of the Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Obligors’ or such other person’s liability or the 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, the Obligors’ (and, if applicable, such other person’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, 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 the Administrative Agent, the Lenders Trustee and/or any other Indemnified Party against any Obligor 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. The Obligors acknowledge Each Indemnitor acknowledges that the Administrative Agent and the Lenders have SunLink has relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Loan and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders SunLink would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors each Indemnitor, jointly and their severally, and each Indemnitor’s successors, assigns and legal representatives and shall inure to the benefit of the Administrative Agent SunLink and each of the Lenders and their its successors, assigns and legal representatives and participants in the Loan; Loan and shall not terminate on the Release Transition Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Release 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 the Administrative Agent and the LendersSunLink, 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 the Obligors (or any of them) Indemnitors shall be a joint and several demand obligation owing by the Obligors each Indemnitor (which the Obligors Indemnitors hereby promise to pay). The Administrative AgentSunLink’s and the Lenders’ rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders SunLink under the other Loan Documents Documents, the Amended Merger Agreement, the Management Agreement or at law or in equity, and payments by any Obligor Indemnitors under this Agreement shall not reduce the ObligorsIndemnitors’ obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of the Obligors 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 or applicable law limiting the ObligorsIndemnitors’ or such other person’s liability or the Administrative AgentSunLink’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 other Loan Documents, or under the ObligorsAmended Merger Agreement or under the Management Agreement, Indemnitors’ (and, if applicable, such other person’s) liability hereunder being direct and primary and not as a guarantor Indemnitor 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 Document, the Amended Merger Agreement or the Management Agreement shall limit or impair any rights or remedies of the Administrative Agent, the Lenders and/or SunLink or any other Indemnified Party against any Obligor Indemnitors 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. The Obligors acknowledge Borrower acknowledges that the Administrative Agent and the Lenders have Lender has relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Loan and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders Lender would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors Borrower and their its successors, assigns and legal representatives and shall inure to the benefit of the Administrative Agent Lender and each of the Lenders and their its successors, assigns and legal representatives and participants in the Loan; and shall not terminate on the Release Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Release 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 the Administrative Agent and the LendersLender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by the Obligors (or any of them) Borrower shall be a demand obligation owing by the Obligors Borrower (which the Obligors Borrower hereby promise to pay). The Administrative Agent’s and the Lenders’ Lender's rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders Lender under the 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 any Obligor Borrower under this Agreement shall not reduce the Obligors’ obligations Borrower's obligation and liabilities under any of the Loan Documents. The liability of the Obligors Borrower or any other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Obligors’ Borrower's or such other person’s 's liability or the Administrative Agent’s and/or the Lenders’ 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, the Obligors’ Borrower's (and, if applicable, such other person’s's) liability hereunder being direct and primary and not as a guarantor or surety. Each Obligor Borrower hereby assigns and irrevocably transfers to the Administrative Agent, on behalf of the Lenders, Lender any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against any other Obligor 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 the Administrative AgentLender, the Lenders Trustee and/or any other Indemnified Party against any Obligor Borrower or any other person under any Environmental Requirement or otherwise at law or in equity, including without limitation limitation, any rights of contribution or indemnification.

Consideration; Survival; Cumulative Rights. The Obligors acknowledge that the Administrative Agent and the Lenders have Lender has relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Loan and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders Lender would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors and their successors, assigns and legal representatives and shall inure to the benefit of the Administrative Agent Lender and each of the Lenders and their its successors, assigns and legal representatives and participants in the Loan; and shall not terminate on the Release Date or upon the release, foreclosure or other termination of the MortgageDeed of Trust, but will survive the Release Date, the payment in full of the indebtedness secured by the MortgageDeed of Trust, foreclosure of the Mortgage Deed of Trust or conveyance in lieu of foreclosure, the release and reconveyance or termination of the Mortgage Deed of Trust and any and all of the other Loan Documents, any investigation by or on behalf of the Administrative Agent and the LendersLender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. The obligations of Obligors under this Agreement are not secured by the Deed of Trust. Any amount to be paid under this Agreement by the Obligors (or any of them) shall be a demand obligation owing by the Obligors (which the Obligors hereby promise to pay). The Administrative AgentLender’s and the Lenders’ rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders Lender under the Loan Documents or at law or in equity, and payments by any Obligor under this Agreement shall not reduce the Obligors’ obligations and liabilities under any of the Loan Documents. The liability of the Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Obligors’ or such other person’s liability or the Administrative AgentLender’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, the Obligors’ (and, if applicable, such other person’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 the Administrative Agent, on behalf of the Lenders, 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 the Administrative AgentLender, the Lenders Trustee and/or any other Indemnified Party against any Obligor 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. The Obligors acknowledge Obligor acknowledges that the Administrative Agent and the Lenders have Lender has relied and will rely on the representations, warranties, covenants covenants, and agreements herein in this Agreement in closing and funding the Loan and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders Lender would not close or fund the Loan. The representations, warranties, covenants covenants, and agreements in this Agreement shall will be binding upon the Obligors Obligor and their its successors, assigns assigns, and legal representatives and shall will inure to the benefit of the Administrative Agent Lender and each of the Lenders and their its successors, assigns and assigns, legal representatives representatives, and participants in the Loan; Loan and shall will not terminate on the Release Date or upon the release, foreclosure foreclosure, or other termination of the MortgageDeed of Trust, but will survive the Release Date, the payment in full of the indebtedness secured by the MortgageDeed of Trust, foreclosure of the Mortgage or Deed of Trust, conveyance in lieu of foreclosure, the release and reconveyance or termination of the Mortgage Deed of Trust and any and all of the other Loan Documents, any investigation by or on behalf of the Administrative Agent and the LendersLender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by the Obligors (or any of them) shall Obligor will be a demand obligation owing by the Obligors Obligor (which the Obligors hereby promise Obligor promises to pay). The Administrative AgentLender’s and the Lenders’ rights under this Agreement shall will be in addition to all rights of the Administrative Agent and/or the Lenders Lender under the Loan Documents or at law or in equity, and payments by any Obligor under this Agreement shall will not reduce the Obligors’ Obligor’s obligations and liabilities under any of the Loan Documents. The liability of the Obligors Obligor or any other person under this Agreement shall will not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting Obligor’s or the Obligors’ or such other person’s liability or the Administrative AgentLender’s and/or the Lenders’ 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, the Obligors’ Obligor’s (and, if applicable, such the other person’s) liability hereunder under this Agreement 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, Lender any and all rights of subrogation, contribution, indemnification, reimbursement 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 will limit or impair any rights or remedies of the Administrative AgentLender, the Lenders Trustee, and/or any other Indemnified Party against any Obligor 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. The Obligors acknowledge that the Administrative Agent and the Lenders have has relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding continuing to maintain the Loan Loans and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders would not close or fund continuing to maintain the LoanLoans. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors and their successors, assigns and legal representatives and shall inure to the benefit of the Administrative Agent and each of the Lenders any Lender and their respective successors, assigns and legal representatives and participants in the LoanLoans; and shall not terminate on the Release Date or upon the release, foreclosure or other termination of the MortgageDeed of Trust, but will survive the Release Date, the payment in full of the indebtedness secured by the MortgageDeed of Trust, foreclosure of the Mortgage Deed of Trust or conveyance in lieu of foreclosure, the release or termination of the Mortgage Deed of Trust and any and all of the other Loan Documents, any investigation by or on behalf of the Administrative Agent and the LendersAgent, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by the Obligors (or any of them) shall be a demand obligation owing by the Obligors (which the Obligors hereby promise to pay). The Administrative Agent’s and the Lenders’ rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the Lenders under the Loan Documents or at law or in equity, and payments by any Obligor under this Agreement shall not reduce the Obligors’ obligations and liabilities under any of the Loan Documents. The liability of the Obligors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Obligors’ or such other person’s liability or the 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, the Obligors’ (and, if applicable, such other person’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, 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 the Administrative Agent, the Lenders Trustee and/or any other Indemnified Party against any Obligor 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. The Obligors Borrower and Guarantors acknowledge that the Administrative Agent and the Lenders have relied and will rely on the representations, warranties, covenants and agreements herein in closing and funding the Loan and that the execution and delivery of this Agreement is an essential condition but for which the Administrative Agent and the Lenders would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon the Obligors Borrower, Guarantors and their successors, respective successors and assigns and legal representatives and shall inure to the benefit of the Administrative Agent and each of the Lenders and their respective successors, assigns and legal representatives and participants in under the LoanCredit Agreement; and shall not terminate on the Release Transition Date or upon the release, foreclosure or other termination of the applicable Mortgage, but will survive the Release Transition Date, the payment in full of the indebtedness secured by the MortgageObligations, 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 the Administrative Agent and the or Lenders, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by the Obligors (Borrower or any of them) Guarantors shall be a demand obligation owing by the Obligors Borrower and Guarantors (which the Obligors Borrower and Guarantors hereby promise to pay). The Administrative Agent’s and the Lenders’ rights under this Agreement shall be in addition to all rights of the Administrative Agent and/or the and Lenders under the Loan Documents or at law or in equity, and payments by any Obligor Borrower or Guarantors under this Agreement shall not reduce the ObligorsBorrower’s and Guarantors’ obligations and liabilities under any of the Loan Documents. The liability of the Obligors Borrower, Guarantors or any other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Obligors’ Borrower’s or such other person’s liability or the Administrative Agent’s and/or the Lenders’ 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, the Obligors’ Borrower’s and Guarantor’s (and, if applicable, such other person’s) liability hereunder being direct and primary and not as a guarantor or surety. Each Obligor Borrower and each of the Guarantors hereby assigns assign and irrevocably transfers transfer to the Administrative Agent, on behalf of the Lenders, Agent any and all rights of subrogation, contribution, indemnification, reimbursement or similar rights it may have against Borrower or any other Obligor 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 the Administrative Agent, the Lenders Lenders, and/or any other Indemnified Party against any Obligor Borrower, Guarantors or any other person under any Environmental Requirement or otherwise at law or in equity, including without limitation any rights of contribution or indemnification.