Contribution and Indemnification Agreement. At Closing and in connection with the closing of the Refinancing, Transferor and Transferee shall cause the Transferee and Transferor guarantors of the loan (the “Loan”) evidenced by the Refinancing (together, the “Guarantors”), respectively, and Newco, to execute a Contribution and Indemnification Agreement in the form attached hereto as Exhibit R (the “Contribution and Indemnification Agreement”), subject to (i) changes required to conform to the documents evidencing the Refinancing and (ii) changes requested by the Lender and approved by Transferor and Transferee in their reasonable discretion, pursuant to which Transferee and the Guarantors set forth the rights of Guarantors against Transferee if Guarantors make payments under any guarantees of the Loan and Guarantor set forth their understanding concerning the manner in which they will share liability between themselves if either pays more than their proportionate share of any obligation under any guarantees of the Loan.
Appears in 2 contracts
Sources: Transfer Agreement (CNL Healthcare Trust, Inc.), Transfer Agreement (Sunrise Senior Living Inc)