Common use of Assignment and Assumption of Leases Clause in Contracts

Assignment and Assumption of Leases. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest as landlord in, to and those Leases (as defined in the Purchase Agreement) which are described in Exhibit B attached to this Agreement, together with any and all unapplied Refundable Security Deposits (as defined in the Purchase Agreement). The Refundable Security Deposits are set forth on Exhibit B. The assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant to the Purchase Agreement. (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Leases which, under the terms of the Leases, are to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the described in Exhibit B which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period prior to the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits arising before the date hereof (to the extent such Refundable Security Deposits were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under any of the Leases, and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leases.

Assignment and Assumption of Leases. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s 's right, title and interest as landlord in, to and those Leases under all rental agreements, leases and other agreements in effect as of the date of this Agreement demising space in or providing for the use or occupancy of the Real Property (as defined in the Purchase Agreement) which are described in Exhibit B attached to this Agreement"Leases"), together with any and all unapplied Refundable Security Deposits refundable tenant security and other unapplied refundable deposits in Seller's possession with respect to the Leases as of the date of this Agreement (as defined in collectively, the Purchase Agreement"Deposits"). The Refundable Security Deposits are set forth on Exhibit B. The assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant to the Purchase AgreementPurchaser. (b) Purchaser hereby assumes assumes, and hereby covenants and agrees to fully and faithfully perform, observe and comply with, all of the covenants, agreements, conditions and other terms and provisions stated in the Leases which, under the terms of the Leases, are to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the described in Exhibit B which were required to be performed prior to (but not from and after) the date hereof. (c) Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any tenant under any of the Leases that Seller has failed to perform, observe and comply with its obligations as landlord under any of the Leases during the period before the date hereof, other than with respect to the Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). (d) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ ' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with the landlord’s 's obligations under any of the Leases arising or accruing during the period from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits Deposits, whether arising before, on or after the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period prior to the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits arising before the date hereof (to the extent such Refundable Security Deposits were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (de) For purposes of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under any of the Leases, and the word “"tenant” " means the tenant, lessee or other equivalent party under any of the Leases.

Assignment and Assumption of Leases. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s 's right, title and interest as landlord in, to and those Leases under all rental agreements, leases and other agreements in effect as of the date of this Agreement demising space in or providing for the use or occupancy of the Real Property (as defined in the Purchase Agreement) which are described in Exhibit B attached to this Agreement“Leases”), together with any and all unapplied Refundable Security Deposits refundable tenant security and other unapplied refundable deposits in Seller's possession or control with respect to the Leases as of the date of this Agreement (as defined in collectively, the Purchase Agreement“Deposits”). The Refundable Security Deposits are set forth on Exhibit B. The assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant to the Purchase AgreementPurchaser. (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Leases which, under the terms of the Leases, are to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the described in Exhibit B which were required to be performed prior to (but not from and after) the date hereof. (c) Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any tenant under any of the Leases that Seller has failed to perform, observe and comply with its obligations as landlord under any of the Leases during the period before the date hereof, other than with respect to the Deposits (to the extent paid to Purchaser or for which Purchaser has received a credit or payment at Closing). (d) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ ' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with the landlord’s 's obligations under any of the Leases arising or accruing during the period from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits Deposits, whether arising before, on or after the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period prior to the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits arising before the date hereof (to the extent such Refundable Security Deposits were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (de) For purposes of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under any of the Leases, and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leases.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), [________________________], a [________________________] (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser ___________ (“Assignee”), all of Sellerthe landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant). The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by Assignor under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed prior or observed by the landlord thereunder arising at any time after to (but not the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.

Assignment and Assumption of Leases. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTORS LLC, a Delaware limited liability company (a) Seller the “Assignor”), hereby sells, assigns, transfers and conveys delegates to Purchaser THE ▇▇▇▇▇▇▇▇ COMPANY, INC., a Massachusetts corporation (the “Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of all of SellerAssignor’s right, title and interest except for Assignor’s right to collect delinquent rent in and to the Landlord’s rights and obligations under the leases and the security deposits relating to the property known as landlord in, to Dexter Park Apartments and those Leases more particularly described on Exhibit A attached hereto. The leases and security deposits (as defined in the Purchase Agreement“Leases”) which are described in listed on Exhibit B attached to hereto. By accepting this AgreementAssignment and by its execution hereof, together with any Assignee assumes the payment and all unapplied Refundable Security Deposits (as defined in the Purchase Agreement). The Refundable Security Deposits are set forth on Exhibit B. The assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant to the Purchase Agreement. (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Leases which, under the terms of the Leases, are to be performed, observedperformance of, and complied with by agrees to pay, perform and discharge, all the landlord from debts, duties and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be paid, performed by Seller under the described in Exhibit B which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period discharged from and after the date hereof, including by the “landlord” or the “lessor” under the terms, covenants and conditions of the Leases, including, without limitation, claims made by tenants brokerage commissions and compliance with respect the terms of the Leases relating to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing)tenant improvements and security deposits. Seller Assignor shall indemnify, indemnify Assignee against and hold Assignee harmless and defend Purchaser from and against any and all claimscost, demandsliability, causes of actionloss, liabilitiesdamage or expense, lossesincluding, costswithout limitation, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim fees, originating or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller relating to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period prior to date hereof and arising out of the date hereofAssignor’s obligations under such Leases. Assignee shall indemnify Assignor against and hold Assignor harmless from any and all cost, including liability, loss, damage or expense, including, without limitation, claims made by tenants reasonable attorneys’ fees, originating or relating to the period on or after the date hereof and arising out of the Assignee’s obligations under such Leases. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Refundable Security Deposits arising before Survival Period, and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date hereof set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. This Agreement is made subject, subordinate and inferior to the extent such Refundable Security Deposits were not paid or assigned to Purchaser or easements, covenants and other matters and exceptions set forth on Exhibit A (the “Permitted Exceptions”), attached hereto and made a part hereof for which Purchaser did not receive a credit or payment at Closing)all purposes. (d) For purposes of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under any of the Leases, and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leases.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), NEWNAN INDUSTRIAL, LLC, an Illinois limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser ___________ (“Assignee”), all of Sellerthe landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant). The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by Assignor under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed prior or observed by the landlord thereunder arising at any time after to (but not the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), CD REALTY STOW ROAD ASSOCIATES, LLC, a ____________ limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser ___________ (“Assignee”), all of Sellerthe landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant). The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by Assignor under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed prior or observed by the landlord thereunder arising at any time on and after the Closing Date or rights accruing to (but not landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), , a (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser (“Assignee”), all of Seller’s its right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, letters of credit, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant).. The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by the landlord under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required to be performed landlord thereunder arising at any time prior to (but not the Closing Date or rights accruing to landlord prior to the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), TOWER ▇▇▇▇▇▇▇, LLC, a Delaware limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser ___________ (“Assignee”), all of Sellerthe landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant). The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by Assignor under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed prior or observed by the landlord thereunder arising at any time after to (but not the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), ________________, a __________________ (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser ___________ (“Assignee”), all of Seller’s the its right, title and interest in and to the leases more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant). The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by Assignor under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts to be performed prior or observed by Assignee thereunder arising at any time after the Closing Date. Assignor hereby agrees to (but not protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), ▇▇▇▇▇ Road, LLC, a Georgia limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser Plymouth Industrial REIT, Inc., a Maryland corporation (“Assignee”), all of Sellerthe landlord’s right, title and interest in and to the leases and/or licenses more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant). The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by Assignor under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed, and Assignor shall not be responsible for, any of the obligations, covenants, terms and conditions of the Leases, with respect to obligations to be performed prior or observed by the landlord thereunder arising at any time after to (but not the Closing Date or rights accruing to landlord after the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.

Assignment and Assumption of Leases. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), __________________ (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser ___________ (“Assignee”), all of Sellerthe landlord’s right, title and interest in and to the leases more particularly described on Exhibit A attached hereto and incorporated herein, all of which are in full force and effect (the “Leases”), together with all guaranties of the Leases and all unapplied security deposits, prepaid rentals, unapplied cleaning fees and other unapplied deposits paid or deposited by any tenant thereunder to Assignor, as landlord inlandlord, or any other person on Assignor’s behalf pursuant to and those the Leases (as defined in together with any interest which has accrued for the Purchase Agreement) which are account of the respective tenant). The Leases affect the real property described in on Exhibit B attached to this Agreement, together with any hereto and all unapplied Refundable Security Deposits made a part hereof (as defined in the Purchase Agreement“Real Property”). The Refundable Security Deposits are set forth on Exhibit B. The Assignee hereby accepts the foregoing assignment of the Refundable Security Deposits has been made by means of a credit or payment on the closing statement executed by Seller and Purchaser pursuant assumes and agrees to the Purchase Agreement. (b) Purchaser hereby assumes perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in conditions to be performed or observed by Assignor under the Leases whicharising from and after the Closing Date. Assignor hereby acknowledges that Assignor has retained, under and Assignee shall not assume, have any right under, or be responsible for, any of the obligations, covenants, terms and conditions of the Leases, are with respect to be performed, observed, and complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable as landlord under the Leases for obligations arising or accruing from and after the date hereof. It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed or observed by Seller under the described in Exhibit B which were required to be performed landlord thereunder arising at any time prior to the Closing Date or rights accruing to landlord prior to the Closing Date. With respect to any claim asserted for a period of six (but not 6) months following the delivery of this Assignment, Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees, members, trustees, beneficiaries, and partners of the failure of Purchaser to perform, observe and comply with the landlord’s obligations under any of the Leases arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by tenants with respect to the Refundable Security Deposits (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses costs and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder; provided, however, that to the extent Assignor has delivered tenant security deposits to Assignee and complied with applicable California law, Assignor shall have no further liability for the return of such delivered tenant security deposits. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with the landlord’s obligations under any of the Leases arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by tenants or with respect to which each party has hereinabove agreed to hold the Refundable Security Deposits arising before other and all such other parties harmless, and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the extent such Refundable Security Deposits were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing). (d) For purposes collect and reduce to the possession of this Paragraph 2, the word “landlord” means the landlord, lessor or other equivalent party under Assignee any and all of the Leases, interests and the word “tenant” means the tenant, lessee or other equivalent party under any of the Leasesassets hereby transferred to Assignee.