Common use of NO LIABILITY OF ASSIGNEE Clause in Contracts

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment and Assignor shall, and hereby agrees, to indemnify Assignee for, and to hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Loan Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's failure to do so, Assignee may, at its option, exercise any and all remedies available to Assignee hereunder and under the other Loan Documents. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property, including without limitation the presence of any Hazardous Substances, (as defined in the Environmental Agreement, which is defined in the Note), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lessee, licensee, employee or stranger.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Assigneedefault. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the any Leases or under or by reason of this Assignment Assignment, and Assignor shall, and hereby agreesagrees to, to indemnify Assignee for, and to hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases thereunder or under hereunder or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leasesrespect thereof. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby by this Assignment and by the other Loan Documents and shall accrue interest at the Default Interest Rate until paid from the tenth (10th) day after the later of (i) demand (which may be made prior to Assignee's expenditure) or (ii) Assignee's expenditure, and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's failure to do so, within ten (10) days after demand. Assignee may, at its option, exercise any and all remedies available to Assignee hereunder and under the other Loan Documents. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee be responsible or liable for any waste committed on the Mortgaged PropertyProperty by the tenants or any other parties, including without limitation or for any dangerous or defective condition of the presence of any Hazardous Substances, (as defined in Property arising on or after the Environmental Agreement, which is defined in the Note)date hereof, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseetenant, licensee, employee or strangerstranger on or after the date hereof.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of AssigneeDefault. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment and Assignor shall, and hereby agrees, to indemnify Assignee for, and to hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Assignee incur any such liability, the amount thereof, including reasonable costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Security Instrument and the other Loan Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor to do so, so Assignee may, at its option, exercise any declare all sums secured hereby, the Note, the Security Instrument and all remedies available to Assignee hereunder and under the other Loan DocumentsDocuments immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by the tenants or any other parties, or for any dangerous or defective condition of the Mortgaged Property, including including, without limitation limitation, the presence of any Hazardous Substances, (as defined in the Environmental Agreement, which is defined in the Note)Material, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseetenant, licensee, employee or stranger.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's ’s failure to let lease any part of the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the Default, other than acts or omissions of Assignee constituting willful misconduct and bad faith or gross negligence of Assignee. Assignee shall not be obligated to perform or discharge responsible for performing any obligation, duty or liability of Assignor's obligations under the Leases or under or lease by reason of this Assignment Agreement. Assignor hereby agrees to indemnify, defend and Assignor shall, and hereby agrees, to indemnify Assignee for, and to hold Assignee harmless fromfor, from and against any and all liability, loss or damage which may or might be incurred under the Leases or under lease or by reason of this Assignment Agreement and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leaseslease. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Loan Documents and Assignor shall reimburse Assignee therefor immediately promptly upon demand and upon Assignor's failure to do so, Assignee may, at its option, exercise any and all remedies available to Assignee hereunder and under the other Loan Documentsdemand. This Assignment Agreement shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by any lessee or any other party, any dangerous or defective condition of the Property, including including, without limitation limitation, the presence of any Hazardous Substances, Substances (as defined in the Environmental Loan Agreement, which is defined in the Note), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseelessee, licensee, employee or stranger, other than acts or omissions of Assignee constituting gross negligence or willful misconduct of Assignee.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's failure to let the Mortgaged Property Land and the Improvements after an Event of Default and the expiration of any applicable cure or grace period or from any other act or omission of Assignee in managing the Mortgaged Property Land and the Improvements after an Event of Default and the expiration of any applicable cure or grace period, unless such loss is caused by the willful misconduct and misconduct, gross negligence or bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Space Leases or under or by reason of this Assignment Assignment. Without limiting the generality of the immediately preceding sentence, Assignee shall not be bound by or liable under any covenant of quiet enjoyment contained in any Space Lease in the event that the lessee thereunder is joined as a party defendant in any action to foreclose the Mortgage and is barred and foreclosed thereby of its interest in the Land and the Improvements. Except for the gross negligence, willful misconduct or bad faith of Assignee, Assignor shall, and hereby agrees, to shall indemnify Assignee for, and to hold Assignee harmless from, from and against any and all liability, loss or damage which may or might be incurred under the Space Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Assignee incur any such liability, loss or damage, the amount thereof, including reasonable costs, expenses and reasonable attorneys' fees, together with interest thereon at the interest rate on the SBI Promissory Note, shall be secured hereby and by the Loan Documents Mortgage,and Assignor shall reimburse pay Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any declare the Note and all remedies available to Assignee hereunder other sums secured by the Mortgage immediately due and under payable. Except for the other Loan Documents. This gross negligence, willful misconduct or bad faith of Assignee, this Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property Land and the Improvements upon Assignee, nor for the carrying out of any of the terms and conditions of the Leasesleases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged PropertyLand and the Improvements by the tenants or any other parties, or for any dangerous or defective condition of the Land and the Improvements, including without limitation the presence of any Hazardous Substances, Materials (as defined in the Environmental Agreement, which is defined in the NoteMortgage), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property Land and the Improvements resulting in loss or injury or death to any Lesseetenant, licensee, employee or stranger.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's ’s failure to let lease any part of the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the Default, other than acts or omissions of Assignee constituting willful misconduct and bad faith or gross negligence of Assignee. Assignee shall not be obligated to perform or discharge responsible for performing any obligation, duty or liability of Assignor's obligations under the Leases or under or lease by reason of this Assignment Assignment. Assignor hereby agrees to indemnify, defend and Assignor shall, and hereby agrees, to indemnify Assignee for, and to hold Assignee harmless fromfor, from and against any and all liability, loss or damage which may or might be incurred under the Leases or under lease or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leaseslease. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Loan Documents and Assignor shall reimburse Assignee therefor immediately promptly upon demand and upon Assignor's failure to do so, Assignee may, at its option, exercise any and all remedies available to Assignee hereunder and under the other Loan Documentsdemand. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by any lessee or any other party, any dangerous or defective condition of the Property, including including, without limitation limitation, the presence of any Hazardous Substances, Substances (as defined in the Environmental Loan Agreement, which is defined in the Note), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseelessee, licensee, employee or stranger, other than acts or omissions of Assignee constituting gross negligence or willful misconduct of Assignee.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default default unless such loss is caused by the gross negligence, illegal acts, fraud, bad faith or willful misconduct and bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment and Assignor shall, and hereby agrees, to indemnify Assignee for, and to hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases, except to the extent such liability, loss or damage is the result of Assignee's gross negligence, illegal acts, fraud, bad faith or willful misconduct. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, together with interest thereon at the Default Rate (as defined in the Note) shall be secured hereby and by the Loan Security Instrument and the Other Security Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any declare all sums secured hereby and all remedies available to Assignee hereunder the Security Instrument and under the other Loan DocumentsOther Security Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by the tenants or any other parties (other than Assignee, its employees, agents, representatives, contractors, subcontractors or affiliates), or for any dangerous or defective condition of the Property, including including, without limitation limitation, the presence of any Hazardous Substances, Substances (as defined in the Environmental Agreement, which is defined in the NoteSecurity Instrument), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseetenant, licensee, employee or stranger, except to the extent caused by Assignee's gross negligence, wilful misconduct, illegal acts, fraud or bad faith.

NO LIABILITY OF ASSIGNEE. This Assignment shall not be construed to bind Assignee to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Assignee. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's ’s failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of AssigneeAssignee or its agents. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Assignor shall, and hereby agreesagrees to, to indemnify Assignee for, and to hold Assignee harmless prior to the time that Assignee or any Affiliate, nominee or designee of Assignee becomes the owner of the Property or otherwise takes possession of the Property, following an Event of Default, from, any and all liability, loss or damage which may or might be incurred under the Leases Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the LeasesLeases or any Lease Guaranties. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured hereby by this Assignment and by the other Loan Documents and Assignor shall reimburse Assignee therefor immediately upon demand within ten (10) Business Days of written request by Assignee and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any declare all sums secured by this Assignment and all remedies available to Assignee hereunder and under the other Loan DocumentsDocuments immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the LeasesLeases or any Lease Guaranties; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged PropertyProperty by the tenants or any other parties, including or for any dangerous or defective condition of the Property including, without limitation limitation, the presence of any Hazardous Substances, (as defined in the Environmental Agreement, which is defined in the Note)Materials, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseetenant, licensee, employee or strangerstranger other than any of the foregoing arising from the gross negligence or willful misconduct of Assignee or its agents.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assigneeany Indemnified Party's failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith or gross negligence of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment Assignment, and Assignor shall, and hereby agrees, to indemnify Assignee the Indemnified Parties (as such term is defined herein) for, and to hold Assignee the Indemnified Parties harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee any Indemnified Party by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases, except to the extent such liability or loss was caused by or resulted from the negligent or grossly negligent acts of an Indemnified Party. Should Assignee any Indemnified Party incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Loan Documents and Assignor shall reimburse Assignee such Indemnified Party therefor immediately upon demand and upon Assignor's failure to do so, Assignee such Indemnified Party may, at its option, exercise any and all remedies available to Assignee such Indemnified Party hereunder and under the other Loan Documents. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assigneeany Indemnified Party, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee any Indemnified Party responsible or liable for any waste committed on the Mortgaged Property, including without limitation the presence of any Hazardous Substances, (as defined in the Environmental Agreement, which is defined in the Note), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lessee, licensee, employee or stranger. Assignee, its successors, assigns and their respective shareholders, directors, officers, employees, and agents are each an "Indemnified Party" and, collectively, the "Indemnified Parties".

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's exercise of, or failure to let exercise, the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of AssigneeOption. Assignee shall not xxxxx xot be obligated to perform or discharge any obligation, duty or liability under the Leases Lease or the Option or under or by reason of this Assignment Assignment, and Assignor shall, and hereby agreesagrees to, to indemnify and defend Assignee for, and to hold Assignee harmless fromfrom and against, any and all liability, loss or damage which may or might be incurred under or in connection with the Leases Lease or the Option, or under or by reason of this Assignment Assignment, and from any and all third party claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the LeasesLease or the Option other than third party claims arising out of the gross negligence or willful misconduct of Assignee. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Loan Debt Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any and declare all remedies available to Assignee hereunder sums secured hereby and under the other Loan DocumentsDebt Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the LeasesLease or the Option; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by Assignor, or any tenants, occupants or any other parties, or for any dangerous or defective condition of the Property, including including, without limitation limitation, the presence of any Hazardous Substances, (as defined in the Environmental Agreement, which is defined in the Note)hazardous materials or substances, or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to Assignor, or any Lesseetenant, licensee, employee employee, guest, invitee or strangerany other person.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default default unless such loss is caused by the willful misconduct and bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment and Assignor shall, and hereby agreesagrees to, to indemnify Assignee for, for and to hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Mortgage and the Loan Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any declare all sums secured hereby, the Note, and all remedies available to Assignee hereunder the Mortgage and under the other Loan DocumentsDocuments immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by the tenants or any other parties, or for any dangerous or defective condition of the Mortgaged Property, including including, without limitation limitation, the presence of any Hazardous Substances, Materials (as defined in the Environmental Agreement, which is defined in the NoteMortgage), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseetenant, licensee, employee or stranger.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from AssigneeXxxxxxxx's failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default default unless such loss is caused by the willful misconduct and misconduct, gross negligence or bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment and Assignor shall, and hereby agrees, to indemnify Assignee for, and to hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' feesfees and disbursements, together with interest thereon at the Default Rate (as defined in the Reimbursement Agreement) shall be secured hereby and by the Loan L/C Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any declare all sums secured hereby and all remedies available to Assignee hereunder and under the other Loan DocumentsL/C Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by the tenants or any other parties, or for any dangerous or defective condition of the Property, including including, without limitation limitation, the presence of any Hazardous Substances, Substances (as defined in the New Environmental Agreement, which is defined in the NoteIndemnity), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseetenant, licensee, employee or stranger.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's ’s failure to let lease any part of the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the Default, other than acts or omissions of Assignee constituting willful misconduct and bad faith or gross negligence of Assignee. Assignee shall not be obligated to perform or discharge responsible for performing any obligation, duty or liability of Assignor’s obligations under the Leases or under or Lease by reason of this Assignment and Assignment. Assignor shallhereby agrees to indemnify, defend, and hereby agrees, to indemnify Assignee for, and to hold Assignee harmless for, from, and against any and all liability, loss loss, or damage which may or might be incurred under the Leases or under Lease or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in the LeasesLease. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by the Loan Documents and Assignor shall reimburse Assignee therefor immediately promptly upon demand and upon Assignor's failure to do so, Assignee may, at its option, exercise any and all remedies available to Assignee hereunder and under the other Loan Documentsdemand. This Assignment shall not operate to place any obligation or liability for the control, care, management management, or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by any lessee or any other party, any dangerous or defective condition of the Property, including including, without limitation limitation, the presence of any Hazardous Substances, Substances (as defined in the Environmental Amended and Restated Loan Agreement, which is defined in the Note), or for any negligence in the management, upkeep, repair repair, or control of the Mortgaged Property resulting in loss or injury or death to any Lesseelessee, licensee, employee employee, or stranger, other than acts or omissions of Assignee constituting gross negligence or willful misconduct of Assignee.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from AssigneeXxxxxxxx's failure to let the Mortgaged Property Premises after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property Premises after an Event of Default Default, unless such loss is caused by the willful misconduct and bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment Assignment. Without limiting the generality of the immediately preceding sentence, Assignee shall not be bound by or liable under any covenant of quiet enjoyment contained in any Lease in the event that the lessee thereunder is joined as a party defendant in any action to foreclose the Mortgage and is barred and foreclosed thereby of its interest in the Premises. Assignor shall, and hereby agrees, to shall indemnify Assignee for, and to hold Assignee harmless from, from and against any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Assignee incur any such liability, loss or damage, the amount thereof, including costs, expenses and reasonable attorneys' fees, together with interest thereon at the Default Rate (as defined in the Mortgage), shall be secured hereby and by the Loan Documents Mortgage, and Assignor shall reimburse pay Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any declare the Note and all remedies available to Assignee hereunder other sums secured by the Mortgage immediately due and under the other Loan Documentspayable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property Premises upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged PropertyPremises by the tenants or any other parties, or for any dangerous or defective condition of the Premises, including without limitation the presence of any Hazardous Substances, Materials (as defined in the Environmental Agreement, which is defined in the NoteMortgage), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property Premises resulting in loss or injury or death to any Lesseetenant, licensee, employee or stranger.

NO LIABILITY OF ASSIGNEE. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's Xxxxxxxx’s failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default default unless such loss is caused by the willful misconduct and bad faith of Assignee. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or under or by reason of this Assignment and Assignor shall, and hereby agreesagrees to, to indemnify Assignee for, for and to hold Assignee harmless from, any and all liability, loss or damage which may or might be incurred under the Leases or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Assignee incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured hereby and by the Mortgage and the Loan Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor so to do so, Assignee may, at its option, exercise any declare all sums secured hereby, the Note, and all remedies available to Assignee hereunder the Mortgage and under the other Loan DocumentsDocuments immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property by the tenants or any other parties, or for any dangerous or defective condition of the Mortgaged Property, including including, without limitation limitation, the presence of any Hazardous Substances, Materials (as defined in the Environmental Agreement, which is defined in the NoteMortgage), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lesseetenant, licensee, employee or stranger.

NO LIABILITY OF ASSIGNEE. This Assignment shall not be construed to bind Assignee to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Assignee. Assignee shall not be liable for any loss sustained by Assignor resulting from Assignee's ’s failure to let the Mortgaged Property after an Event of Default or from any other act or omission of Assignee in managing the Mortgaged Property after an Event of Default unless such loss is caused by the gross negligence, willful misconduct and or bad faith of AssigneeAssignee or breach by Assignee of the terms of the Loan Documents. Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Assignor shall, and hereby agrees, to shall indemnify Assignee for, and to hold Assignee harmless from, (a) any and all liability, loss or damage which may or might be incurred under the Leases Leases, any Lease Guaranties or under or by reason of this Assignment Assignment, and from (b) any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Assignee by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the LeasesLeases or any Lease Guaranties, unless caused by the gross negligence, willful misconduct or bad faith of Assignee or breach by Assignee of the terms of the Loan Documents. Should Assignee incur any such liability, the amount thereof, including costs, out-of- pocket expenses and reasonable attorneys' fees’ fees and costs, shall be secured hereby by this Assignment and by the Mortgage and the other Loan Documents and Assignor shall reimburse Assignee therefor immediately upon demand and upon Assignor's the failure of Assignor to do so, so Assignee may, at its option, exercise any declare the Obligations to be immediately due and all remedies available payable. In the absence of the taking of active possession of the Property by Assignee and subject to Assignee hereunder and under the other Loan Documents. This foregoing, this Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Mortgaged Property upon Assignee, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Assignee responsible or liable for any waste committed on the Mortgaged Property, including without limitation the presence of any Hazardous Substances, (as defined in the Environmental Agreement, which is defined in the Note), or for any negligence in the management, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Lessee, licensee, employee or stranger.terms