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<br />If both the lessor’s and lessee’s estate under any Lease or any portion thereof which constitutes a part of
<br />the Property shall at any time become vested in one owner, this Mortgage and the lien created hereby
<br />shall not be destroyed or terminated by application of the doctrine of merger unless the Beneficiary so
<br />elects as evidenced by recording a written declaration so stating, and, unless and until the Beneficiary so
<br />elects, the Beneficiary shall continue to have and enjoy all of the rights and privi leges of the Beneficiary
<br />hereunder as to the separate estates.
<br />Section 5.17. Counterparts; Electronic Signatures. This Mortgage may be executed in several
<br />counterparts, each of which shall be an original and all of which shall constitute but one and the same
<br />instrument. To the fullest extent permitted by applicable law, electronically transmitted or facsimile
<br />signatures shall constitute original signatures for all purposes under this Mortgage.
<br />Section 5.18. Indemnity.
<br />(a) The Grantor shall indemnify, defend, protect and hold harmless the Beneficiary
<br />and the Controlling Person, their respective parents, subsidiaries, directors, officers, employees,
<br />representatives, agents, successors, and assigns from and against any and all liability, damage, loss, cost,
<br />or expense (including, without limitation, attorneys’ fees and expenses), action, proceeding, claim or
<br />dispute incurred or suffered by the foregoing parties so indemnified except as the result of the gross
<br />negligence or willful misconduct of any party so indemnified, whether voluntarily or involuntarily
<br />incurred or suffered, in respect of the following:
<br />(i) any litigation concerning this Mortgage or the Property, or any interest of
<br />the Grantor or the Beneficiary therein, or the right of occupancy thereof by the Grantor or the Beneficiary,
<br />whether or not any such litigation is prosecuted to a final, non-appealable judgment;
<br />(ii) any dispute among or between any of the constituent parties or other
<br />partners or venturers of the Grantor if the Grantor is a general or limited partnership, or among or
<br />between any employees, officers, directors, shareholders, members or managers of the Grantor if the
<br />Grantor is a corporation or limited liability company, or among or between any members, trustees or other
<br />responsible parties if the Grantor is an association, trust or other entity;
<br />(iii) any action taken or not taken by the Beneficiary or the Controlling
<br />Person which is allowed or permitted under this Mortgage relating to the Grantor, the Property, any
<br />constituent parties or otherwise in connection with this Mortgage, including without limitation, the
<br />protection or enforcement of any lien, security interest or other right, remedy or recourse created or
<br />afforded by this Mortgage;
<br />(iv) any action brought by the Beneficiary against the Grantor under this
<br />Mortgage, whether or not such action is prosecuted to a final, non-appealable judgment; and
<br />(v) any and all loss, damage, costs, expense, action, causes of action, or
<br />liability (including reasonable attorneys’ fees and costs) directly or indirectly arising from or attributable
<br />to the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal,
<br />or presence of a hazardous substance on, in, under or about the property, whether known or unknown at
<br />the time of the execution hereof, including without limitation (1) all foreseeable consequential damages of
<br />any such use, generation, manufacture, production, storage, release, threatened release, discharge,
<br />disposal, or presence; and (2) the costs of any required or necessary environmental investigat ion or
<br />monitoring, any repair, cleanup, or detoxification of the property, and the preparation and implementation
<br />of any closure, remedial, or other required plans.
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