Seller Release. Seller, on behalf of itself and its Affiliates, successors, assigns, heirs, executors, legatees, administrators, beneficiaries, representatives and agents (the “Seller Releasing Parties”), fully, finally and irrevocably releases, acquits and forever discharges Buyer, its Affiliates, officers, directors, predecessors, successors and assigns, and the beneficiaries, heirs, executors, personal or ​ representatives, insurers and attorneys of any of them (collectively, the “Buyer Released Parties”), from any and all commitments, Claims, promises, agreements, debts, damages, Liabilities, obligations, costs and expenses of every kind and nature whatsoever, whether arising from any Contract or in tort, known or unknown, past, present or future, at law or in equity, contingent or otherwise (collectively, a “Potential Claim”), that such Seller Releasing Parties, or any of them, had, has or may have had at any time in the past until and including the Closing or that may arise in the future, against the Buyer Released Parties, or any of them, for or by reason of any matter, cause or thing whatsoever occurring at any time at or prior to the Closing with respect to the ownership or operation of the Facility, the Acquired Assets or the Assumed Liabilities (collectively, the “Buyer Released Matters”), except that the Buyer Released Matters do not include, and nothing in this [Section 5.14] shall affect or be construed as a waiver or release by Seller Releasing Parties of, any Potential Claim by any of the Seller Releasing Parties arising from or relating to # the payment of the Purchase Price and any payments resulting from the Purchase Price adjustment pursuant to [Section 2.10] on and subject to the terms and conditions hereof, and any Indemnifiable Losses payable by Buyer pursuant to [Article 8], # Seller’s right to defend (including through a counterclaim) any claim of indemnification asserted against Seller or # the performance by Buyer of any of its obligations under this Agreement.

Seller Indemnity. Seller shall be responsible for, shall pay on a current basis, and shall indemnify, hold harmless, discharge, release, and defend Buyer, all of its Affiliates, successors and assigns, and their respective owners, directors, officers, and other agents from and against any and all liabilities arising from, based upon, related to or associated with the Seller’s ownership of the Leases, to the extent such liabilities are attributable to the period prior to the Closing Date except for rental payments unpaid or due prior to Closing which Seller considers of high importance to pay.

Seller Representations. Without derogating from any representations, warranties or covenants of the Seller hereinabove, Purchaser, in making its decision to purchase the Proprietary Information, has neither conducted independent due diligence inquiries nor ask questions of, and receive answers from, Seller and its representatives concerning the Proprietary Information sufficient to enable it to evaluate the transaction contemplated under the Agreement, and that it is relying solely upon any examination or inquiry performed by the Seller. Nothing set forth in this [Section 5] shall be deemed to detract from or otherwise prejudice Purchaser’s reliance on the Seller’ representations and warranties set forth in this Agreement. Further, neither any inquiries nor any other investigation conducted by or on behalf of Purchaser or its representatives or counsel, if any, shall modify, amend or affect Purchaser’s right to rely on the truth, accuracy and completeness of the Seller’ representations and warranties contained in this Agreement.

Seller Stock. Seller # owns of record and beneficially good and marketable title to all of Seller Stock free and clear of any and all liens, mortgages, security interests, encumbrances, pledges, charges, adverse claims, options, rights or restrictions of any character whatsoever other than standard state and federal securities law private offering legends and restrictions (collectively, “Liens”), and # has the right to vote Seller Stock on any matters as to which any of the capital stock of the Company is entitled to be voted under the laws of the state of organization of the Company and the Company’s Certificate of Incorporation and Bylaws, free of any right of any other person or entity.

The Seller represents and warrants to the Buyer as follows:

Indemnification by Seller. Subject to the limitations set forth in this ‎ARTICLE VIII, from and after the Closing, Seller shall indemnify Buyer, its Affiliates, and their Representatives (each, a “Buyer Indemnified Party)” against any and all losses, liabilities, expenses (including reasonable attorneys’ fees and expenses in connection with any third party action, suit or proceeding) and damages (collectively, “Losses”) incurred by such Buyer Indemnified Party, to the extent arising or resulting from any of the following:

Seller Entity Facilities. [Schedule 4.9] sets forth a true, correct and complete list of all Owned Facilities and all Leased Facilities, in each case, as of the Effective Date.

Seller Cure Exceptions. The definition of “Seller Cure Exceptions” shall be deleted in [Section 1.1] of the Agreement and replaced with the following:

SELLER EXTENDS TO PURCHASER THE ORDINARY AND CUSTOMARY WARRANTY OF FITNESS FOR PURPOSE, AS DESCRIBED IN AN ORDER, IN RESPECT OF EACH PRODUCT SOLD BY SELLER TO PURCHASER AS IF PURCHASER WERE A THIRD PARTY, BUT THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES.

Indemnification by Seller. Subject to the terms and conditions of this [Article 8], Seller will indemnify, defend and hold harmless Buyer, the Partnership, each of their respective Affiliates, and their respective successors and assigns (the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur resulting from, arising out of, relating to, in the nature of, or caused by # any breach or inaccuracy of any representation or warranty made in [Section 2.1] or # any breach of any covenant or agreement of Seller or its Affiliates in this Agreement.

Seller Benefit Plans. As of the Closing Date, in no event shall any Continuing Employee be entitled to accrue any benefits under any Seller Benefit Plan with respect to services rendered or compensation paid on or after the Closing Date. From and after the Closing Date, Seller and its Affiliates shall retain sponsorship of all the Seller Benefit Plans and shall retain and hold Buyer harmless and indemnify Buyer with respect to all commitments, Liabilities and obligations thereunder, whether arising before, on or after the Closing, and neither Buyer nor any of its Affiliates shall have any responsibility for any such Seller Benefit Plans or commitments, Liabilities or obligations. Effective as of the Closing Date, Seller shall cause the account balances of the Continuing Employees in each Seller Benefit Plan that is a 401(k) plan and the benefits of the Continuing Employees in each Seller Benefit Plan that is a defined benefit pension plan or a nonqualified retirement plan to be fully vested.

Seller Party Deliverables. At the Closing and as a condition to Closing, the Seller Parties shall deliver:

Responsibilities of Seller. We will administer the Loans and the Note with the same degree of care as is customary generally for the administration of corporate loans in the New York financial market, provided that we will not be liable for any error of judgment, or for any action taken or omitted to be taken by us, except for our own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we # may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by us and shall not be liable for any action taken or omitted to be taken in good faith by us in accordance with the advice of such counsel, accountants or experts; # make no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with the Credit Agreement or any document relating thereto or for the financial condition of any Borrower; # shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Credit Agreement or any document relating thereto on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; # shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Note or any document relating thereto; and # shall incur no liability under or in respect of the Credit Agreement, the Note or any such document by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us to be genuine and signed or sent by the proper party or parties.

Administration by Seller. (a) We will carry out our administrative duties to you under this Agreement in accordance with the terms of this Agreement and as otherwise required by applicable ​.

The Seller, U.S. Bank, and the Agent are parties to a Master Repurchase Agreement dated as of ​, as amended by a First Amendment to Master Repurchase Agreement dated as of ​, a Second Amendment to Master Repurchase Agreement dated as of ​, a Third Amendment to Master Repurchase Agreement dated as of ​, a Fourth Amendment to Master Repurchase Agreement dated as of ​, a Fifth Amendment to Master Repurchase Agreement dated as of ​, a Sixth Amendment to Master Repurchase Agreement dated as of ​, a Seventh Amendment to Master Repurchase Agreement dated as of ​, an Eighth Amendment to Master Repurchase Agreement dated as of ​, a Ninth Amendment to Master Repurchase Agreement dated as of ​ and a Tenth Amendment to Master Repurchase Agreement dated as of ​ (as further amended, restated or otherwise modified from time to time, the “Repurchase Agreement”).

Deliveries by Seller. Concurrently herewith and as a part of the transactions contemplated by this Agreement (the “Transactions”), to satisfy his obligations under this Agreement Seller has placed the Offered Stock in “street name” form in a designated account with Seller’s brokerage firm, which is a brokerage firm other than Raymond James & Associates, Inc. (“Seller’s Broker”). Concurrently herewith and as a part of the Transactions, Seller shall provide Seller’s Broker with a letter of authorization (the “Letter of Authorization”), with a copy to the Company, authorizing Seller’s Broker to transfer, effective as of the first Trading Day following the Effective Date, 5,000 shares of Offered Stock per Trading Day (or such fewer number of shares of Offered Stock as then remain) to the Company in such form and to such account as the Company shall so designate to Seller or Seller’s Broker until such time as no shares of Offered Stock remain.

Warranties and Representations of Seller. Seller warrants and represents to Buyer as follows:

Waiver and Release by Seller. As a material inducement to Purchaser to enter into the Agreement, and with the exception of those remedies expressly provided in this Agreement with respect to a breach by Purchaser, and with the exception of any representations, warranties, indemnifications, covenants or other obligations of Purchaser that expressly survive Closing in this Agreement and in any Closing Documents, effective as of the Closing, Seller, for itself and on behalf of its successors and assigns hereunder, hereby irrevocably and unconditionally waives, releases, acquits, compromises with and forever discharges the Purchaser and each of the Purchaser’s predecessors, successors, assigns, agents, partners, directors, officers, employees, insurance companies, representatives, attorneys, divisions, subsidiaries, affiliates (and partners, agents, directors, officers, employees, representatives and attorneys of such parent companies, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively “Purchaser Released Parties”), from and for all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, arising in connection with the Property, whether prior to or after the Closing, including, but not limited to claims under any federal, state or local laws, including, without limitation, Environmental Laws, which Seller now or in the future has, owns or holds, or claims to have, own or hold, or claimed to have, own or hold against any of the Purchaser Released Parties. The provisions of this [Section 11.13] shall survive the Closing whether or not incorporated into the Deed to be delivered at Closing.