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iii. Any and all liability, obligation, damages, penalties, claims, liens, costs,
<br />charges, losses, and expenses (including, without limitation, reasonable fees and
<br />expenses of attorneys, expert witnesses, and consultants), which may be imposed
<br />upon, incurred by, or be asserted against the Indemnitees by reason of any financing
<br />or securities offering by Tenant or its affiliates for violations of the common law or
<br />any laws, statutes, or regulations of the State of Texas or United States, including
<br />those of the Federal Securities and Exchange Commission, whether by Tenant or
<br />otherwise.
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<br />c. Assumption of Risk: Tenant undertakes and assumes for its officers, agents, affiliates,
<br />contractors, and subcontractors and employees (collectively "Tenant" for the purpose of this
<br />section), all risk of dangerous conditions, if any, on or about the Owned Premises, and Tenant
<br />hereby agrees to indemnify and hold harmless the Indemnitees against and from any claim
<br />asserted or liability imposed upon the Indemnitees for personal injury or property damage to
<br />any person arising out of the Tenant's installation, operation, maintenance, condition, or use
<br />of the Premises or Tenant's Antennae Facilities or Tenant's failure to comply with any federal,
<br />state, or local statute, ordinance, or regulation.
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<br />d. Defense of Indemnitees: In the event any action or proceeding shall be brought
<br />against the Indemnitees by reason of any matter for which the Indemnitees are indemnified
<br />hereunder, Tenant shall, upon notice from any of the Indemnitees, at Tenant's sole cost and
<br />expense, resist and defend the same with legal counsel mutually selected by Tenant and
<br />Landlord; provided however, that Tenant shall not admit liability in any such matter on behalf
<br />of the Indemnitees without the written consent of Landlord and provided further that
<br />Indemnitees shall not admit liability for, nor enter into any compromise or settlement of, any
<br />claim for which they are indemnified hereunder, without the prior written consent of Tenant.
<br />
<br />e. Notice, Cooperation, and Expenses: Landlord shall give Tenant prompt notice of the
<br />making of any claim or the commencement of any action, suit, or other proceeding covered
<br />by the provisions of the preceding paragraph. Nothing herein shall be deemed to prevent
<br />Landlord from cooperating with Tenant and participating in the defense of any litigation by
<br />Landlord's own counsel. Tenant shall pay all expenses incurred by Landlord in response to
<br />any such actions, suits, or proceedings. These expenses shall include all out-of-pocket
<br />
<br />services ~ cuuc~ cu uy mc ~aumu~ u a aLtumcy, and the actual expenses of Landlord's agents,
<br />employees, or expert witnesses, and disbursements and liabilities assumed by Landlord in
<br />connection with such suits, actions, or proceedings but shall not include attorneys' fees for
<br />services that are unnecessarily duplicative of services provided Landlord by Tenant.
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<br />If Tenant requests Landlord to assist it in such defense then Tenant shall pay all expenses
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<br />Page 10 of 19
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