Common use of Borrower’s Indemnity Clause in Contracts

Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and ▇▇▇▇▇▇▇▇ shall indemnify Administrative Agent, each Related Party of Administrative Agent, and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any third-party claim, action, actual out-of-pocket loss or actual out-of-pocket cost (including reasonable attorneys’ fees and out-of-pocket costs) arising from, relating to or otherwise in connection with (i) the Leases, the Property and the Improvements, including any defect therein, (ii) the Lockbox Account, the Cash Management Account, and all other accounts of Borrower or the Property, (iii) the protection, preservation, operation, management, improvement, maintenance, repair, sale and MOFO-359710945MF-365764761 disposition of the Property (including those with respect to Real Property Taxes, Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker or other agent retained by Administrative Agent) or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) any of the matters described in the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iii) any Commitment or the Loan, including all claims by any actual or alleged broker for Borrower or any Related Party of Borrower for brokerage fees in connection with the Loan, (iv) Borrower’s use of any appraisal provided by Administrative Agent to Borrower and/or subsequent use of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisal, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.5) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, (all of the foregoing, collectively, the “Indemnified Liabilities”). Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account of the Indemnified Liabilities shall be due and payable ten (10) days after demand by Administrative Agent therefor. In no event shall Borrower have any indemnity obligations hereunder to the extent (x) any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach of any Loan Document by any Indemnitee, or (y) the subject matter arises from conditions or events first occurring after the date Administrative Agent, Lender or its designee or nominee successfully forecloses the lien of the Mortgage on the Property, or accepts a deed in lieu of foreclosure to the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date), and in each case of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender or its designee or nominee). Notwithstanding anything to the contrary herein, in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party). PAGE 77 MOFO-359710945MF-365764761

Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and ▇▇▇▇▇▇▇▇ Borrower shall indemnify Administrative each Agent, each -Related Party of Administrative Agent, Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any third-party claim, action, actual out-of-pocket loss or actual out-of-pocket cost (including reasonable attorneys’ fees and out-of-pocket costs) arising from, from or relating to or otherwise (i) in connection with (i) the Leasesprotection and preservation of the Loan collateral, the Property and the Improvements, including any defect therein, or (ii) the Lockbox Account, the Cash Management Account, and all other accounts of Borrower or the Property, (iii) the protection, preservation, operation, management, improvement, maintenance, repair, sale and MOFO-359710945MF-365764761 disposition of the Property (including those with respect to Real Property Taxes, Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker or other agent retained by Administrative Agent) or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) any of the matters described in the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iiiii) any Commitment or the Loan, including all claims by any actual or alleged broker for Borrower or any Related Party of Borrower for brokerage fees in connection with the Loan, (iv) Borrower’s use of any appraisal provided by Administrative Agent to Borrower and/or subsequent use of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisal, ; or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.58.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claimclaims, demanddemands, actionactions, cause causes of action or proceedingproceedings, or as a result of the preparation of any defense in connection with any of the foregoing claimclaims, demanddemands, actionactions, cause causes of action or proceedingproceedings, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, withdrawn (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account of the Indemnified Liabilities shall be due and payable ten (10) days after demand by Administrative Agent therefor. In no event shall Borrower have any indemnity obligations hereunder to the extent (x) any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach of any Loan Document by any Indemnitee, or (y) the subject matter arises from conditions or events first occurring after the date Administrative Agent, Lender or its designee or nominee successfully forecloses the lien of the Mortgage on the Property, or accepts a deed in lieu of foreclosure to the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date), and in each case of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender or its designee or nominee). Notwithstanding anything to the contrary herein, in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party). PAGE 77 MOFO-359710945MF-365764761.

Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and ▇▇▇▇▇▇▇▇ Borrower shall indemnify Administrative each Agent, each -Related Party of Administrative Agent, Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any third-party claim, action, actual out-of-pocket loss or actual out-of-pocket cost (including reasonable attorneys’ fees and out-of-pocket costs) arising from, from or relating to or otherwise in connection with (i) the Leases, any defect in the Property and or the Improvements, including any defect therein, (ii) the Lockbox Accountperformance or default of Borrower, the Cash Management AccountBorrower’s surveyors, and all architects, engineers or contractors, or any other accounts of Borrower or the Propertyperson, (iii) in connection with the protectionprotection and preservation of the Loan collateral (including those with respect to property taxes, preservationinsurance premiums, completion of construction, operation, management, improvementimprovements, maintenance, repair, sale and MOFO-359710945MF-365764761 disposition of the Property (including those with respect to Real Property Taxesdisposition), Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker or other agent retained by Administrative Agent) or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) any of the matters described in the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document Document, the Environmental Agreement or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iiiii) any Commitment or the Loan, including all claims by any actual or alleged broker for Borrower or any Related Party of Borrower for brokerage fees in connection with the Loan, (iv) Borrower’s use of any appraisal provided by Administrative Agent to Borrower and/or subsequent use of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisal, ; or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.58.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claimclaims, demanddemands, actionactions, cause causes of action or proceedingproceedings, or as a result of the preparation of any defense in connection with any of the foregoing claimclaims, demanddemands, actionactions, cause causes of action or proceedingproceedings, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, withdrawn (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account of the Indemnified Liabilities Inspection shall be due and payable ten (10) days after demand not constitute an acknowledgment or representation by Administrative Agent thereforor any Lender that there has been or will be compliance with the Loan Documents, the Environmental Agreement or applicable Laws, governmental requirements or restrictive covenants, or that the construction is free from defective materials or workmanship. In no event Administrative Agent’s failure to inspect shall Borrower have any indemnity obligations hereunder to the extent (x) any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach not constitute a waiver of any rights of Administrative Agent or Lenders under the Loan Document by any Indemnitee, Documents or (y) the subject matter arises from conditions Environmental Agreement or events first occurring after the date Administrative Agent, Lender at Law or its designee or nominee successfully forecloses the lien of the Mortgage on the Property, or accepts a deed in lieu of foreclosure to the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date), and in each case of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender or its designee or nominee). Notwithstanding anything to the contrary herein, in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party). PAGE 77 MOFO-359710945MF-365764761equity.

Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and ▇▇▇▇▇▇▇▇ shall indemnify Administrative Agent, each Related Party of Administrative Agent, and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any third-party claim, action, actual out-of-pocket loss or actual out-of-pocket cost (including reasonable attorneys’ fees and out-of-pocket costs) arising from, relating to or otherwise in connection with (i) the Leases, the Property and the Improvements, including any defect therein, (ii) the Lockbox Account, the Cash Management Account, and all other accounts of Borrower or the Property, (iii) the protection, preservation, operation, management, improvement, maintenance, repair, sale and MOFO-359710945MF-365764761 disposition of the Property (including those with respect to Real Property Taxes, Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker or other agent retained by Administrative Agent) or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) any of the matters described in the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iii) any Commitment or the Loan, including all claims by any actual or alleged broker for Borrower or any Related Party of Borrower for brokerage fees in connection with the Loan, (iv) Borrower’s use of any appraisal provided by Administrative Agent to Borrower and/or subsequent use of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisal, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.5) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, (all of the foregoing, collectively, the “Indemnified Liabilities”). Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account of the Indemnified Liabilities shall be due and payable ten (10) days after demand by Administrative Agent therefor. In no event shall Borrower have any indemnity obligations hereunder to the extent (x) any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach of any Loan Document by any Indemnitee, or (y) the subject matter arises from conditions or events first occurring after the date Administrative Agent, Lender or its designee or nominee successfully forecloses the lien of the Mortgage on the Property, or accepts a deed in lieu of foreclosure to the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date), and in each case of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender or its designee or nominee). Notwithstanding anything to the contrary herein, in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party). PAGE 77 MOFO-359710945MF-365764761,

Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and ▇▇▇▇▇▇▇▇ shall indemnify Administrative Agent, each Related Party of Administrative Agent, and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any third-party claim, action, actual out-of-pocket loss or actual out-of-pocket cost (including reasonable attorneys’ fees and out-of-pocket costs) arising from, relating to or otherwise in connection with (i) the Leases, the Property and the Improvements, including any defect therein, (ii) the Lockbox Account, the Cash Management Account, and all other accounts of Borrower or the Property, (iii) the protection, preservation, operation, management, improvement, maintenance, repair, sale and MOFO-359710945MF-365764761 disposition of the Property (including those with respect to Real Property Taxes, Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker or other agent retained by Administrative Agent) or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) any of the matters described in the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iii) any Commitment or the Loan, including all claims by any actual or alleged broker for Borrower or any Related Party of Borrower for brokerage fees in connection with the Loan, (iv) Borrower’s use of any appraisal provided by Administrative Agent to Borrower and/or subsequent use of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisal, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.5) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, (all of the foregoing, collectively, the “Indemnified Liabilities”). Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account of the Indemnified Liabilities shall be due and payable ten (10) days after demand by Administrative Agent therefor. In no event shall Borrower have any indemnity obligations hereunder to the extent (x) any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach of any Loan Document by any Indemnitee, or (y) the subject matter arises from conditions or events first occurring after the date Administrative Agent, Lender or its designee or nominee successfully forecloses the lien of the Mortgage on the Property, or accepts a deed in lieu of foreclosure to the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date), and in each case of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender or its designee or nominee). Notwithstanding anything to the contrary herein, in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party). PAGE 77 MOFO-359710945MF-365764761.

Borrower’s Indemnity. Neither Administrative Agent nor any Lender The Borrowers shall be liable or responsible forpay, indemnify and ▇▇▇▇▇▇▇▇ shall indemnify Administrative Agent, hold harmless each Related Party of Administrative Agent, and each Lender the Banks and their respective Affiliates, directors, officers, employees, agents, attorneys and employees representatives (collectivelythe "Indemnified Parties") for, the “Indemnitees”) from and against: , and promptly to reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses (aincluding, without limitations, reasonable attorneys' fees and expenses and amounts paid in settlement) (the "Indemnified Liabilities") incurred, paid or sustained by the Indemnified Parties in connection with, arising out of, based upon or otherwise involving or resulting from any third-party claimthreatened, pending or completed action, actual out-of-pocket loss suit, investigation or actual out-of-pocket cost (including reasonable attorneys’ fees other proceeding by, against or otherwise involving the Indemnified Parties and out-of-pocket costs) arising fromin any way dealing with, relating to or otherwise in connection with (i) the Leasesinvolving this Agreement, the Property and the Improvements, including any defect therein, (ii) the Lockbox Account, the Cash Management Account, and all other accounts of Borrower or the Property, (iii) the protection, preservation, operation, management, improvement, maintenance, repair, sale and MOFO-359710945MF-365764761 disposition of the Property other Loan Documents, or any transaction contemplated hereby or thereby (including those each a "Triggering Event"); provided, however, that the Borrowers shall have no obligation to indemnify the Indemnified Parties hereunder with respect to Real Property Taxesany Indemnified Liabilities arising from the gross negligence, Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker bad faith or other agent retained by Administrative Agent) or (iv) the performance willful misconduct of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) any of the matters described in Indemnified Parties. The Borrowers shall pay, indemnify and hold harmless the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iii) any Commitment or the Loan, including all claims by any actual or alleged broker for Borrower or any Related Party of Borrower for brokerage fees in connection with the Loan, (iv) Borrower’s use of any appraisal provided by Administrative Agent to Borrower and/or subsequent use of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisal, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation Indemnified Parties for, or defense of any pending or threatened claimfrom and against, investigationand promptly reimburse the Indemnified Parties for, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demandsdamages, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.5) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or and expenses (including including, without limitations, reasonable attorneys’ ' and consultant fees and expenses, investigation and laboratory fees, removal, remedial, response and corrective action costs, and amounts paid in settlement) that any Indemnitee suffers incurred, paid or incurs sustained by the Indemnified Parties as a result of the assertion manufacture, storage, transportation, release or disposal of any foregoing claimHazardous Waste on, demandfrom, actionover or affecting any of the Collateral or any of the assets, cause of action or proceedingproperties, or as a result operations of either or both of the preparation Borrowers or any predecessor in interest, directly or indirectly. The obligations of any defense in connection with any foregoing claimthe Borrowers under this Section 7.6 shall survive the termination of the Credit, demand, action, cause the payment and satisfaction of action or proceeding, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, (all of the foregoingSecured Indebtedness, collectively, and the “Indemnified Liabilities”). Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account release of the Indemnified Liabilities shall be due and payable ten (10) days after demand by Administrative Agent thereforCollateral. In no event shall Borrower have any indemnity obligations hereunder to To the extent (x) that any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach indemnities set forth in this Section 7.6 may be unenforceable because it is violative of any Loan Document by any IndemniteeLaw or public policy, or (y) the subject matter arises from conditions or events first occurring after Borrowers shall pay the date Administrative Agent, Lender or its designee or nominee successfully forecloses the lien of the Mortgage on the Property, or accepts a deed in lieu of foreclosure maximum portion which they are permitted to the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to matters, events or circumstances which first occurred or arose prior to such date even if discovered after such date), and in each case of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender or its designee or nominee). Notwithstanding anything to the contrary herein, in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party). PAGE 77 MOFO-359710945MF-365764761pay under applicable Law.

Borrower’s Indemnity. Neither Administrative Agent nor any Lender Indemnified Party shall be liable or responsible for, and ▇▇▇▇▇▇▇▇ Borrower shall indemnify Administrative each Agent, each -Related Party of Administrative Agent, Person and each Lender Indemnified Party and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “"Indemnitees”") from and against: (a) any third-party claimClaims, action, actual out-of-pocket loss arising from or actual out-of-pocket cost (including reasonable attorneys’ fees and out-of-pocket costs) arising from, relating to or otherwise in connection with (i) any defect in the Leases, the Property and Project or the Improvements, including any defect therein, (ii) the Lockbox Accountperformance or default of Borrower, the Cash Management AccountBorrower's surveyors, and all architects, engineers, contractors, or any other accounts Person engaged by or on behalf of Borrower or the PropertyBorrower, (iii) any failure to construct, complete, protect or insure the protectionImprovements, preservation(iv) the payment of costs of labor, materials, or services supplied for the construction of the Improvements, (v) the protection and preservation of the collateral for the Loan (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvementimprovements, maintenance, repair, sale and MOFO-359710945MF-365764761 disposition of the Property disposition), (including those with respect to Real Property Taxes, Insurance Premiums, and leasing costs and broker fees related thereto (other than fees due a broker or other agent retained by Administrative Agent) or (ivvi) the performance of any obligation of Borrower whatsoever, or (vii) environmental damages; (b) any and all liabilities, obligations, actual out-of-pocket losses, damages, penalties, third-party claims, demands, actions, judgments, suits, actual out-of-pocket costs, actual out-of-pocket expenses and disbursements (including reasonable attorneys’ attorney fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) any of the matters described in the foregoing clause (a), (ii) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (iiiii) any Commitment or advance of the Loan, or the Lakeway Letter of Credit or the use or proposed use of the proceeds therefrom (including all claims any refusal by any actual or alleged broker PlainsCapital Bank to honor a demand for Borrower or any Related Party payment under the Lakeway Letter of Borrower for brokerage fees Credit if the documents presented in connection with such demand do not strictly comply with the Loan, (iv) Borrower’s use terms of any appraisal provided by Administrative Agent to Borrower and/or subsequent use the Lakeway Letter of any such appraisal by any third party to whom ▇▇▇▇▇▇▇▇ provides such appraisalCONSTRUCTION LOAN AGREEMENT – Page 63 Credit), or (viii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto, including all actual out-of-pocket costs and expenses incurred by any Indemnitee in connection with any subpoena, deposition or otherwise acting as a witness; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 9.5) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including attorneys’ attorney fees and costs) that any Indemnitee Indemnified Party suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not an Indemnitee Indemnified Party is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn, (all of the foregoing, collectively, the “"Indemnified Liabilities”"), INCLUDING IN WHOLE OR PART ANY LOSS ARISING OUT OF AN INDEMNIFIED PARTY'S STRICT LIABILITY, OR COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Upon demand by Administrative Agent, Borrower shall diligently defend any Claim which affects the Project or is made or commenced against Administrative Agent or any Lender, whether alone or together with Borrower or any other Person, all at Borrower's own cost and expense and by counsel to be approved by Administrative Agent in the exercise of its judgment. In the alternative, at any time Administrative Agent may elect to conduct its own defense on behalf of itself or any Lender through counsel selected by Administrative Agent and at the cost and expense of Borrower. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. All payments on account of the Indemnified Liabilities Inspection shall be due and payable ten (10) days after demand not constitute an acknowledgment or representation by Administrative Agent therefor. In no event shall Borrower have any indemnity obligations hereunder to the extent (x) any of the foregoing arises out of the gross negligence, illegal acts, fraud, willful misconduct or material breach of any Loan Document by any Indemnitee, or (y) the subject matter arises from conditions or events first occurring after the date Administrative Agent, any Lender or its designee the Construction Consultant that there has been or nominee successfully forecloses will be compliance with the lien of Plans, the Mortgage on the PropertyLoan Documents, or accepts applicable laws, Governmental Requirements and restrictive covenants, or that the construction is free from defective materials or workmanship. Inspection, whether or not followed by notice of an Event of Default, shall not constitute a deed waiver of any Event of Default then existing, or a waiver of Administrative Agent's and Lenders' right thereafter to insist that the Improvements be constructed in lieu of foreclosure to accordance with the Property (it being agreed and understood that Borrower’s indemnification obligation hereunder shall continue with respect to mattersPlans, events or circumstances which first occurred or arose prior to such date even if discovered after such date)the Loan Documents, and in each case all applicable Governmental Requirements. Administrative Agent's failure to inspect shall not constitute a waiver of (x) or (y), is not caused or directed by ▇▇▇▇▇▇▇▇, any Guarantor or any of their respective Affiliates or agents (excluding Administrative Agent, Lender 's or its designee Lenders' rights under the Loan Documents or nominee). Notwithstanding anything to the contrary herein, at law or in no event shall Borrower be liable for any special, consequential, punitive or exemplary damages (including, without limitation, lost revenue and diminution in value unless required to be paid to a third-party). PAGE 77 MOFO-359710945MF-365764761equity.