Common use of INDEMNITOR'S ACKNOWLEDGEMENT AND ENVIRONMENTAL INSURANCE Clause in Contracts

INDEMNITOR'S ACKNOWLEDGEMENT AND ENVIRONMENTAL INSURANCE. Seller shall use it good faith commercially reasonable efforts to obtain an acknowledgment from each indemnitor or obligor under each environmental indemnity agreement listed on Schedule 4.14 of the Disclosure Schedule ("Indemnitor's Acknowledgement"), which shall be in a form and substance reasonably acceptable to Purchaser, acknowledging that after the Transfer (i) each of Purchaser and its Affiliates is a beneficiary under such agreement, (ii) such agreement is in full force and effect and binding upon such indemnitor or obligor, and (iii) there are no defaults under such agreement. Subject to AIG's approval, Seller shall add Purchaser and its permitted designees under this Agreement as an additional named (with full rights to recovery) insured under the Existing Environmental Insurance Policy. Seller shall use its good faith efforts to obtain AIG's approval. If Purchaser and its permitted designees are not added as an additional named insured to Existing Environmental Insurance Policy, Seller shall indemnify Purchaser and its permitted designees for all environmental matters, however, its liability shall be limited to the amount of any insurance proceeds Seller receives (less the costs of collection and less any amounts required to cover Losses incurred by Seller that are covered by the Existing Environmental Insurance Policy) under the Existing Environmental Insurance Policy after having diligently pursued such claims under the Existing Environmental Insurance Policy. If Purchaser and its permitted designees are added as an additional named insured to Existing Environmental Insurance Policy, Seller, provided AIG consents, shall keep such insurance policy in full force and effect for its remaining term and Purchaser at its election and with AIG's consent may at Purchaser's sole cost and expense extend the term of the Existing Environmental Insurance Policy (this sentence shall survive Closing).

INDEMNITOR'S ACKNOWLEDGEMENT AND ENVIRONMENTAL INSURANCE. Seller shall use it good faith commercially reasonable efforts to obtain an acknowledgment from each indemnitor or obligor under each environmental indemnity agreement listed on Schedule 4.14 of the Disclosure Schedule ("Indemnitor's Acknowledgement"), which shall be in a form and substance reasonably acceptable to Purchaser, acknowledging that after the Transfer (i) each of Purchaser and its Affiliates is a beneficiary under such agreement, (ii) such agreement is in full force and effect and binding upon such indemnitor or obligor, and (iii) there are no defaults under such agreement. Subject to AIG's approval, Seller shall add Purchaser and its permitted designees under this Agreement as an additional named (with full rights to recovery) insured under the Existing Environmental Insurance Policy. Seller shall use its good faith efforts to obtain AIG's approval. If Purchaser and its permitted designees are not added as an additional named insured to Existing Environmental Insurance Policy, Seller shall indemnify Purchaser and its permitted designees for all environmental matters, however, its liability shall be limited to the amount of any insurance proceeds Seller receives (less the costs of collection and less any amounts required to cover Losses incurred by Seller that are covered by the Existing Environmental Insurance Policy) under the Existing Environmental Insurance Policy after having diligently pursued such claims under the Existing Environmental Insurance Policy. If Purchaser and its permitted designees are added as an additional named insured to Existing Environmental Insurance Policy, Seller, provided AIG consents, shall keep such insurance policy in full force and effect for its remaining term and Purchaser at its election and with AIG's consent may at Purchaser's sole cost and expense extend the term of the Existing Environmental Insurance Policy (this sentence shall survive Closing).

INDEMNITOR'S ACKNOWLEDGEMENT AND ENVIRONMENTAL INSURANCE. Seller Hickory shall use it good faith commercially reasonable efforts to obtain an acknowledgment from each indemnitor or obligor under each environmental indemnity agreement listed on Schedule 4.14 of the Disclosure Schedule ("Indemnitor's Acknowledgement"), which shall be in a form and substance reasonably acceptable to PurchaserDown REIT, acknowledging that after the Transfer (i) each of Purchaser Down REIT and its Affiliates is a beneficiary under such agreement, (ii) such agreement is in full force and effect and binding upon such indemnitor or obligor, and (iii) there are no defaults under such agreement. Subject to AIG's approval, Seller Hickory shall add Purchaser Down REIT and its permitted designees under this Agreement as an additional named (with full rights to recovery) insured under the Existing Environmental Insurance Policy. Seller Hickory shall use its good faith efforts to obtain AIG's approval. If Purchaser Down REIT and its permitted designees are not added as an additional named insured to Existing Environmental Insurance Policy, Seller Hickory shall indemnify Purchaser Down REIT and its permitted designees for all environmental matters, however, its liability shall be limited to the amount of any insurance proceeds Seller Hickory receives (less the costs of collection and less any amounts required to cover Losses incurred by Seller Hickory that are covered by the Existing Environmental Insurance Policy) under the Existing Environmental Insurance Policy after having diligently pursued such claims under the Existing Environmental Insurance Policy. If Purchaser Down REIT and its permitted designees are added as an additional named insured to Existing Environmental Insurance Policy, SellerHickory, provided AIG consents, shall keep such insurance policy in full force and effect for its remaining term and Purchaser Down REIT at its election and with AIG's consent may at PurchaserDown REIT's sole cost and expense extend the term of the Existing Environmental Insurance Policy (this sentence shall survive Closing).