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

Consideration; Survival; Cumulative Rights. Each Indemnitor acknowledges that 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 SunLink would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon each Indemnitor, jointly and severally, and each Indemnitor’s successors, assigns and legal representatives and shall inure to the benefit of SunLink and its successors, assigns and legal representatives and participants in the Loan and shall not terminate on the Transition Date or upon the release, foreclosure or other termination of the 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 Indemnitors shall be a joint and several demand obligation owing by each Indemnitor (which Indemnitors hereby promise to pay). SunLink’s rights under this Agreement shall be in addition to all rights of SunLink under the other Loan Documents, the Amended Merger Agreement, the Management Agreement or at law or in equity, and payments by Indemnitors under this Agreement shall not reduce 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 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 Indemnitors’ or such other person’s liability or SunLink’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, or under the Amended 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 Indemnitor or surety. Nothing in this Agreement or in any other Loan Document, the Amended Merger Agreement or the Management Agreement shall limit or impair any rights or remedies of SunLink or any other Indemnified Party against 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. Each Indemnitor Borrower acknowledges that SunLink 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 SunLink Lender would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon each Indemnitor, jointly Borrower and severally, and each Indemnitor’s its successors, assigns and legal representatives and shall inure to the benefit of SunLink Lender and its successors, assigns and legal representatives and participants in the Loan Loan; and shall not terminate on the Transition Release Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Transition 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 SunLinkthe Lender, 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 Indemnitors Borrower shall be a joint and several demand obligation owing by each Indemnitor Borrower (which Indemnitors Borrower hereby promise to pay). SunLink’s Lender's rights under this Agreement shall be in addition to all rights of SunLink Lender under the other Loan DocumentsDocuments or at law or in equity, under this Agreement shall be in addition to all rights of Lender under the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors Borrower under this Agreement shall not reduce Indemnitors’ obligations Borrower's obligation and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting Indemnitors’ Borrower's or such other person’s 's liability or SunLink’s 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 other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement, Indemnitors’ Borrower's (and, if applicable, such other person’s's) liability hereunder being direct and primary and not as a Indemnitor 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, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or Lender, Trustee and/or any other Indemnified Party against Indemnitors 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. Each Indemnitor Borrower acknowledges that SunLink 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 SunLink Lender would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon each Indemnitor, jointly Borrower and severally, and each Indemnitor’s 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 SunLink Lender and its successors, assigns and legal representatives and participants in the 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 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 Transition Date or upon the release, foreclosure or other termination of the 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 SunLinkLender, 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 Indemnitors Borrower shall be a joint and several demand obligation owing by each Indemnitor Borrower (which Indemnitors Borrower hereby promise promises to pay). SunLink’s Lender's rights under this Agreement shall be in addition to all rights of SunLink Lender under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors Borrower under this Agreement shall not reduce Indemnitors’ Borrower's obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting Indemnitors’ Borrower's or such other person’s 's liability or SunLink’s 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 other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement, Indemnitors’ Borrower's (and, if applicable, such other person’s's) liability hereunder being direct and primary and not as a Indemnitor guarantor or surety. Nothing in this Agreement or in any other Loan Document, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or Lender, Trustee and/or any other Indemnified Party against Indemnitors 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. Each Indemnitor acknowledges Borrower and Guarantors acknowledge that SunLink has Administrative Agent and 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 SunLink Administrative Agent and Lenders would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon each IndemnitorBorrower, jointly Guarantors and severally, their respective successors and each Indemnitor’s successors, assigns and legal representatives and shall inure to the benefit of SunLink Administrative Agent and its Lenders and their respective successors, assigns and legal representatives and participants in under the Loan Credit Agreement; and shall not terminate on the Transition Date or upon the release, foreclosure or other termination of the applicable Mortgage, but will survive the 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 SunLinkAdministrative Agent or Lenders, 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 Indemnitors Borrower or Guarantors shall be a joint and several demand obligation owing by each Indemnitor Borrower and Guarantors (which Indemnitors Borrower and Guarantors hereby promise to pay). SunLinkAdministrative Agent’s and Lenders’ rights under this Agreement shall be in addition to all rights of SunLink Administrative Agent and Lenders under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors Borrower or Guarantors under this Agreement shall not reduce IndemnitorsBorrower’s and Guarantors’ obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting Indemnitors’ Borrower’s or such other person’s liability or SunLinkAdministrative 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 other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement, Indemnitors’ Borrower’s and Guarantor’s (and, if applicable, such other person’s) liability hereunder being direct and primary and not as a Indemnitor 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, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or Administrative Agent, Lenders, and/or any other Indemnified Party against Indemnitors 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.

Consideration; Survival; Cumulative Rights. Each Indemnitor acknowledges Obligors acknowledge that SunLink Agent 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 SunLink Agent would not close or fund the LoanLoans. The representations, warranties, covenants and agreements in this Agreement shall be binding upon each Indemnitor, jointly Obligors and severally, and each Indemnitor’s their successors, assigns and legal representatives and shall inure to the benefit of SunLink Agent and its any Lender and their respective successors, assigns and legal representatives and participants in the Loan Loans; and shall not terminate on the Transition Release Date or upon the release, foreclosure or other termination of the MortgageDeed of Trust, but will survive the Transition 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 SunLinkAgent, 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 Indemnitors Obligors (or any of them) shall be a joint and several demand obligation owing by each Indemnitor Obligors (which Indemnitors Obligors hereby promise to pay). SunLinkAgent’s rights under this Agreement shall be in addition to all rights of SunLink Agent under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors any Obligor under this Agreement shall not reduce IndemnitorsObligors’ obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting IndemnitorsObligors’ or such other person’s liability or SunLinkAgent’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, or under the Amended Merger Agreement or under the Management Agreement, IndemnitorsObligors’ (and, if applicable, such other person’s) liability hereunder being direct and primary and not as a Indemnitor 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, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or Agent, Trustee and/or any other Indemnified Party against Indemnitors 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. Each Indemnitor acknowledges The Obligors acknowledge that SunLink has 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 SunLink 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 each Indemnitor, jointly the Obligors and severally, and each Indemnitor’s their successors, assigns and legal representatives and shall inure to the benefit of SunLink the Administrative Agent and its each of the Lenders and their successors, assigns and legal representatives and participants in the Loan Loan; and shall not terminate on the Transition Release Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Transition 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 SunLinkthe Administrative Agent and the Lenders, 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 Indemnitors the Obligors (or any of them) shall be a joint and several demand obligation owing by each Indemnitor the Obligors (which Indemnitors the Obligors hereby promise to pay). SunLinkThe Administrative Agent’s and the Lenders’ rights under this Agreement shall be in addition to all rights of SunLink the Administrative Agent and/or the Lenders under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors any Obligor under this Agreement shall not reduce Indemnitorsthe Obligors’ obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting Indemnitorsthe Obligors’ or such other person’s liability or SunLinkthe 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 other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement, IndemnitorsObligors’ (and, if applicable, such other person’s) liability hereunder being direct and primary and not as a Indemnitor 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, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or the Administrative Agent, the Lenders and/or any other Indemnified Party against Indemnitors 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. Each Indemnitor acknowledges Obligors acknowledge that SunLink Agent 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 SunLink Agent would not close or fund continuing to maintain the LoanLoans. The representations, warranties, covenants and agreements in this Agreement shall be binding upon each Indemnitor, jointly Obligors and severally, and each Indemnitor’s their successors, assigns and legal representatives and shall inure to the benefit of SunLink Agent and its any Lender and their respective successors, assigns and legal representatives and participants in the Loan Loans; and shall not terminate on the Transition Release Date or upon the release, foreclosure or other termination of the MortgageDeed of Trust, but will survive the Transition 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 SunLinkAgent, 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 Indemnitors Obligors (or any of them) shall be a joint and several demand obligation owing by each Indemnitor Obligors (which Indemnitors Obligors hereby promise to pay). SunLinkAgent’s rights under this Agreement shall be in addition to all rights of SunLink Agent under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors any Obligor under this Agreement shall not reduce IndemnitorsObligors’ obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting IndemnitorsObligors’ or such other person’s liability or SunLinkAgent’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, or under the Amended Merger Agreement or under the Management Agreement, IndemnitorsObligors’ (and, if applicable, such other person’s) liability hereunder being direct and primary and not as a Indemnitor 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, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or Agent, Trustee and/or any other Indemnified Party against Indemnitors 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. Each Indemnitor acknowledges that SunLink 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 SunLink 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 each Indemnitor, jointly Indemnitor and severally, and each Indemnitor’s successors, permitted assigns and legal representatives and shall inure to the benefit of SunLink 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 terminate on the Transition Date or upon the release, foreclosure or other termination be liable to any third party purchaser of the Mortgage, but will survive Property by virtue of this Agreement) and shall terminate three (3) years after 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 Indemnitors Indemnitor shall be a joint and several demand obligation owing by each Indemnitor (which Indemnitors 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. SunLinkLender’s rights under this Agreement shall be in addition to all rights of SunLink Lender under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors Indemnitor under this Agreement shall not reduce Indemnitors’ Indemnitor’s obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 Indemnitors’ Indemnitor’s or such other person’s 's liability or SunLinkLender’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, or under the Amended Merger Agreement or under the Management Agreement, Indemnitors’ Indemnitor’s (and, if applicable, such other person’s's) liability hereunder being direct and primary and not as a Indemnitor guarantor or surety. Nothing in this Agreement or in any other Loan Document, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or Lender, Trustee and/or any other Indemnified Party against Indemnitors 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. Each Indemnitor Obligor acknowledges that SunLink 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 SunLink Lender would not close or fund the Loan. The representations, warranties, covenants covenants, and agreements in this Agreement shall will be binding upon each Indemnitor, jointly Obligor and severally, and each Indemnitor’s its successors, assigns assigns, and legal representatives and shall will inure to the benefit of SunLink Lender and its successors, assigns and assigns, legal representatives representatives, and participants in the Loan and shall will not terminate on the Transition Date or upon the release, foreclosure foreclosure, or other termination of the MortgageDeed of Trust, but will survive the Transition 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 SunLinkLender, 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 Indemnitors shall Obligor will be a joint and several demand obligation owing by each Indemnitor Obligor (which Indemnitors hereby promise Obligor promises to pay). SunLinkLender’s rights under this Agreement shall will be in addition to all rights of SunLink Lender under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors Obligor under this Agreement shall will not reduce Indemnitors’ Obligor’s obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting Indemnitors’ Obligor’s or such the other person’s liability or SunLinkLender’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 other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement, Indemnitors’ Obligor’s (and, if applicable, such the other person’s) liability hereunder under this Agreement being direct and primary and not as a Indemnitor 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, the Amended Merger Agreement or the Management Agreement shall Document will limit or impair any rights or remedies of SunLink or Lender, Trustee, and/or any other Indemnified Party against Indemnitors 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. Each Indemnitor acknowledges Obligors acknowledge that SunLink 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 SunLink Lender would not close or fund the Loan. The representations, warranties, covenants and agreements in this Agreement shall be binding upon each Indemnitor, jointly Obligors and severally, and each Indemnitor’s their successors, assigns and legal representatives and shall inure to the benefit of SunLink Lender and its successors, assigns and legal representatives and participants in the Loan Loan; and shall not terminate on the Transition Release Date or upon the release, foreclosure or other termination of the MortgageDeed of Trust, but will survive the Transition 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 SunLinkLender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever, until such time as . The obligations of Obligors under this Agreement are not secured by the SunLink would have no potential liability for any Environmental Claim hereunderDeed of Trust. Any amount to be paid under this Agreement by Indemnitors Obligors (or any of them) shall be a joint and several demand obligation owing by each Indemnitor Obligors (which Indemnitors Obligors hereby promise to pay). SunLinkLender’s rights under this Agreement shall be in addition to all rights of SunLink Lender under the other Loan Documents, the Amended Merger Agreement, the Management Agreement Documents or at law or in equity, and payments by Indemnitors any Obligor under this Agreement shall not reduce IndemnitorsObligors’ obligations and liabilities under any of the other Loan Documents, or under the Amended Merger Agreement or under the Management Agreement. The liability of Indemnitors 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 or applicable law limiting IndemnitorsObligors’ or such other person’s liability or SunLinkLender’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, or under the Amended Merger Agreement or under the Management Agreement, IndemnitorsObligors’ (and, if applicable, such other person’s) liability hereunder being direct and primary and not as a Indemnitor 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, the Amended Merger Agreement or the Management Agreement Document shall limit or impair any rights or remedies of SunLink or Lender, Trustee and/or any other Indemnified Party against Indemnitors 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.