Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments # for those amounts which are specifically reimbursable by Borrower under this LEGAL02/41239043v9

Administrative Agent’s Consent. Any submission by Borrowers for Administrative Agent’s consent to a Lease or to a modification, amendment, supplement, renewal, termination or cancellation of any Lease shall be accompanied by # a copy of such Lease (together with a comparison of such Lease against the standard form of Lease approved in writing by Administrative Agent showing all proposed modifications to the standard form of Lease approved in writing by Administrative Agent) or a copy of such modification, amendment, supplement, renewal, termination or cancellation, # a then-current Rent Roll for the applicable Individual Property and # year-to-date and prior year operating statements for the applicable Individual Property (collectively, the “Lease Approval Deliveries”). Each Lease, and each modification, amendment, supplement, renewal, termination or cancellation of any Lease, shall be in writing. If any proposed Lease that is consented to by Administrative Agent is not executed and delivered by both the applicable Borrower and the applicable Tenant thereunder on or prior to the date that is thirty (30) days following the date that such Lease was consented to, then such consent of Administrative Agent shall expire automatically and without further notice, and Borrowers shall be required to resubmit such proposed Lease to Administrative Agent for consent. If # Administrative Agent fails to respond to such written request for consent of a proposed Lease on or prior to the date that is five (5) Business Days following the date that Administrative Agent receives such request, all Lease Approval Deliveries and any additional information that Administrative Agent may reasonably require to evaluate such proposed Lease, and # Borrowers have delivered to Administrative Agent a second written request containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all caps letters “ADMINISTRATIVE AGENT SHALL BE DEEMED TO HAVE CONSENTED TO THE LEASE CONTAINED HEREIN IF ADMINISTRATIVE AGENT FAILS TO RESPOND TO THIS REQUEST FOR CONSENT ON OR PRIOR TO THE DATE THAT IS FIVE # BUSINESS DAYS FOLLOWING THE DATE HEREOF,” then Administrative Agent shall be deemed to have consented to such Lease if Administrative Agent fails to respond to such second written request before the expiration of such five (5) Business Day period; provided, however, that this deemed consent provision shall not apply to # any Lease to any Person that is an Affiliate of any Borrower, Guarantor, any other Borrower Owner Person or Property Manager or # any Lease that (by its terms) requires Administrative Agent and/or Lender to execute an SNDA. Notwithstanding the foregoing, if any proposed Lease that is deemed to have been consented to by Administrative Agent pursuant to the immediately preceding sentence is not executed and delivered by both the applicable Borrower and the applicable Tenant thereunder on or prior to the date that is thirty (30) days following the date that such Lease was deemed to have been consented to, then such deemed consent of

The Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to its respective Pro Rata Shares # for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or

Funding Agent’s Reimbursement and Indemnification. The Committed Lenders in each Lender Group agree to reimburse and indemnify (on a pro rata basis based upon the applicable Lender Group Percentages) the Funding Agent in their Lender Group # for any amounts not reimbursed by Borrower for which such Funding Agent is entitled to reimbursement by Borrower under the Loan Documents, # for any other expenses incurred by such Funding Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Funding Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non‑appealable judgment by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of such Funding Agent.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree

Neither the Administrative Agent nor any of its Related Parties shall be # liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents # with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or # in the absence of its own gross negligence or

If any proposed transfer is not consummated on or prior to the date set forth in the applicable Permitted Transfer Notice, then (notwithstanding that such proposed transfer was not timely consummated) # Administrative Agent may apply the Permitted Transfer Deposit to the payment of all of the actual out-of-pocket costs, fees and expenses incurred by Administrative Agent in respect of such proposed transfer, including actual out-of-pocket attorneys’ fees incurred by Administrative Agent, # if the amount of such costs, fees, and expenses exceeds the Permitted Transfer Deposit, then Borrowers shall pay such excess amount to Administrative Agent not later than ten (10) days following written demand therefor, and # if the amount of any such Permitted Transfer Deposit exceeds such costs, fees, and expenses, and if no Event of Default exists, then Administrative Agent shall return such excess to Borrowers.

Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their Applicable Percentage of the Aggregate Commitments # for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Facility Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Facility Documents (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Facility Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Facility Documents or of any such other documents; provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and # any indemnification required pursuant to [Section 3.3(d)] shall, notwithstanding the provisions of this [Section 10.8], be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this [Section 10.8] shall survive payment of the Obligations and termination of this Agreement.

Reimbursement of Administrative Agent’s Expenses. Without limiting any of the Administrative Agent’s rights, or any of Borrower’s or other Loan Party’s obligations, under [Section 9.06] of the Credit Agreement, the Loan Parties agree to reimburse the Administrative Agent for all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, negotiation, execution and delivery of this Amendment and the matters contemplated herein, including without limitation, reasonable fees and expenses of legal counsel to the Administrative Agent.

. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to its respective Pro Rata Shares # for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent any of the foregoing is paid or reimbursed by any Borrower or found in a final non-appealable judgment by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of the Administrative Agent.