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� <br /> 3. Assignor shall be liable for and Assignor hereby indemnifies and holds harmless <br /> Assignee and any agent, advisor, representative, affiliate, employee, director, partner, member, <br /> beneficiary, investor, servant, shareholder, trustee or other person or entity acting on Assignee's <br /> behalf or otherwise related to or affiliated with Assignee(collectively,"Assignee Related Parties") <br /> against all claims,losses,damages,liabilities,costs,expenses(including reasonable attorneys' fees <br /> and disbursements) and charges (collectively, "Claims") Assignee or any Assignee Related Party <br /> may incur or suffer as a result of the failure of Assignor to fulfill, perform and discharge its <br /> obligations under the Landscape Maintenance Agreement prior to the date hereo£ Assignee shall <br /> be liable for and Assignee hereby indemnifies and holds harmless Assignor and any agent,advisor, <br /> representative, affiliate, employee, director, partner, member, beneficiary, investor, servant, <br /> shareholder,trustee or other person or entity acting on Assignor's behalf or otherwise related to or <br /> affiliated with Assignor (collectively, "Assi�nor Related Parties") against all Claims Assignor or <br /> any Assignor Related Party may incur or suffer as a result of the failure of Assignee to fulfill, <br /> perform and discharge its obligations under the Landscape Maintenance Agreement from and after <br /> the date hereof. <br /> 4. This Assignment may be executed in any number of counterparts, each of which <br /> may be executed by any one or more of the parties hereto,but all of which shall constitute one and <br /> the same instrument, and shall be binding and effective when all parties hereto have executed and <br /> delivered at least one counterpart. <br /> 5. The terms and provisions of this Assignment shall be binding upon and inure to the <br /> benefit of the respective parties hereto, and their respective successors and assigns. <br /> [Signature Page FollowsJ <br /> ATTY/AGR/2014.062/333 MAIN STREET ASSIGNMENT&ASSUMPTION Of LMA <br /> REV:05-07-14 VR(MILES) <br /> Page 2 of 6 <br />