Common use of Duty to Defend and Attorneys and Other Fees and Expenses Clause in Contracts

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of such Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Indemnitor shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder same (if requested by any Indemnified Party, in the name of the Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of such Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided , providing that no compromise or settlement shall be entered without Indemnitors’ Indemnitor’s written consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable reasonable, out-of-pocket fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals reasonably engaged in connection therewith; provided, however, that Indemnitor shall not be liable for, and shall not have to pay or reimburse the Indemnified Parties for, the fees and expenses of more than one (1) general counsel, and one (1) separate local counsel for the state in which the Property is located. In no event shall any Indemnitee engage counsel that has or is reasonably likely to have a conflict of interest in relation to Indemnitor or any affiliates of Indemnitor.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written Indemnitor agrees that, upon request by any Indemnified Party, Indemnitors the Indemnitor shall defend such Indemnified Party(ies) Party against any claim for which indemnification Indemnitor is required hereunder indemnifying the Indemnified Parties pursuant to Section 4 above (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) Borrower and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, such Indemnified Parties Party may, in their its sole and absolute discretion, engage their its own attorneys and other professionals to assume its legal defenses and to defend or assist themit, and, at the option of such Indemnified PartiesParty, their its attorneys shall control the resolution of any claim or proceeding; proceeding against such Indemnified Party, provided that no compromise or settlement shall be entered without Indemnitors’ the Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Indemnitor shall be liable to, and shall, pay or, in the sole and absolute discretion of the any Indemnified PartiesParty, reimburse, the such Indemnified Parties Party for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Indemnitor shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder same (if requested by any Indemnified Party, in the name of the Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of such Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided , providing that no compromise or settlement shall be entered without Indemnitors’ Indemnitor’s written consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable reasonable, out-of-pocket fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith; provided, however, that Indemnitor shall not be liable for, and shall not have to pay or reimburse the Indemnified Parties for, the fees and expenses of more than one (1) general counsel, and one (1) separate local counsel for the state in which the Property is located.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Borrower shall defend such Indemnified Party(iesany claim, action or proceeding (a “Claim”) that is brought against any claim for which indemnification is required hereunder Indemnified Party (if requested by any Indemnified Party, in the name of the Indemnified Party), at Borrower’s sole cost and expense, by attorneys and other professionals reasonably approved by the such Indemnified PartiesParty (it being understood that counsel selected by Borrower’s insurance carrier shall be deemed to be acceptable to such Indemnified Party, and such counsel may also represent Borrower in such investigation, action or proceeding). Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; Claim, provided that no compromise or settlement shall be entered without Indemnitors’ Borrower’s consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written Indemnitor agrees that, upon request by any Indemnified Party, Indemnitors the Indemnitor shall defend such Indemnified Party(ies) Party against any claim for which indemnification Indemnitor is required hereunder indemnifying the Indemnified Parties pursuant to Section 4 above (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) Borrower and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, such Indemnified Parties Party may, in their its sole and absolute discretion, engage their its own attorneys and other professionals to assume its legal defenses and to defend or assist themit, and, at the option of such Indemnified PartiesParty, their its attorneys shall control the resolution of any claim or proceeding; proceeding against such Indemnified Party, provided that no compromise or settlement shall be entered without Indemnitors’ the Indemnitor's consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Indemnitor shall be liable to, and shall, pay or, in the sole and absolute discretion of the any Indemnified PartiesParty, reimburse, the such Indemnified Parties Party for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written Indemnitor agrees that, upon request by any Indemnified Party, Indemnitors the Indemnitor shall defend such Indemnified Party(ies) Party against any claim for which indemnification Indemnitor is required hereunder indemnifying the Indemnified Parties pursuant to Section 4 above (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) Borrower and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, such Indemnified Parties Party may, in their its sole and absolute discretion, engage their its own attorneys and other professionals to assume its legal defenses and to defend or assist themit, and, at the option of such Indemnified PartiesParty, their its attorneys shall control the resolution of any claim or proceeding; proceeding against such Indemnified Party, provided that no compromise or settlement shall be entered without Indemnitors’ the Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon Except as otherwise provided above, upon demand, Indemnitors Indemnitor shall be liable to, and shall, pay or, in the sole and absolute discretion of the any Indemnified PartiesParty, reimburse, the such Indemnified Parties Party for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith; provided, however, notwithstanding anything to the contrary herein, Indemnitor shall not be responsible for the cost of more than one attorney to represent, collectively, any and all Indemnified Parties.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Indemnitor shall defend such itself and Indemnified Party(ies) against any claim for which indemnification is required hereunder Parties (if requested by any Indemnified Party, in the name of the Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified PartiesParties (such approval not to be unreasonably withheld) from and against any action, suit, claim, demand, dispute or proceeding (collectively, an “Enforcement Action”) arising or in any way connected, whether directly or indirectly, to any actual or alleged violation of the representations, warranties and covenants in Sections 2 and 3. Notwithstanding the foregoing, if (i) such Enforcement Action involves the defendants possible imposition of criminal liability on the Indemnified Parties, (ii) the assumption or control by Indemnitor of the defense of such Enforcement Action, in the reasonable discretion of the Indemnified Parties, involves a claim include an conflict of interest between the Indemnitor (or any affiliate of an Indemnitor) and any the Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available Parties with respect to such Indemnitor (action or such Affiliate of such Indemnitor)proceeding, or (Biii) the use of Indemnitor or the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties mayhave, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option reasonable determination of the Indemnified Parties, their attorneys shall control taken action or failed to take action which has prejudiced the resolution defense of any claim the Indemnified Parties or proceeding; provided that no compromise have failed to pursue with reasonable diligence such defense or the negotiation or settlement of such defense, then Indemnitor shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors responsible for all of the costs and expenses of the Indemnified Parties in respect of such defense of the Enforcement Action and shall pay on demand or, in the sole and absolute discretion of the Indemnified Parties, reimburse, reimburse the Indemnified Parties for the payment of the payments made, for all reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals engaged by and/or on behalf of Indemnified Parties. Indemnitor may not compromise or settle any such Enforcement Action without the consent of Indemnitee (which consent may be issued or withheld in connection therewithIndemnitee’s judgment) unless the claimant agrees as part of the compromise or settlement that the Indemnified Parties shall have no responsibility or liability for the payment or discharge of any amount agreed upon or other obligation to take any other action or any other exposure to liability to such claimant. Notwithstanding the foregoing and at the option of Indemnified Parties, if Indemnified Parties engage their own attorneys to defend them from and against, or assist them in, any Enforcement Action, such Indemnified Parties and their attorneys shall control the resolution of any Enforcement Action as to themselves, provided that no compromise or settlement shall be entered without Indemnitor's consent (which consent shall not be unreasonably withheld). Within the Demand Period, Indemnitor shall pay or, in the discretion of the Indemnified Parties, reimburse the Indemnified Parties for payments made, for all reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals engaged by and/or on behalf of Indemnified Parties in accordance with the provisions of this Section 5.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by Administrative Agent (for itself and/or on behalf of any other Indemnified PartyParties), Indemnitors Indemnitor shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder same (if requested by any Indemnified PartyAdministrative Agent, in the name of the Administrative Agent and/or any such Indemnified Party), Parties) by attorneys and other professionals reasonably approved by Administrative Agent in its reasonable discretion, and Indemnitor shall have the right, independent of any request for defense from Administrative Agent or any other Indemnified PartiesParty, to assume such defense. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor Administrative Agent may (or for itself and/or on behalf of any affiliate of an Indemnitor) and any other Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such IndemnitorParties), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their its sole and absolute discretion, engage their its own attorneys and other professionals to defend or assist themAdministrative Agent and/or such Indemnified Parties if Indemnitor has failed to defend such action in good faith; provided, however, that nothing herein shall compromise the right of Administrative Agent or Lender (or any Indemnified Party) to appoint its own counsel at Indemnitor’s expense for its defense with respect to any action which in its reasonable opinion presents a conflict or potential conflict between Administrative Agent or Lender and Indemnitor that would make such separate representation advisable; and, at provided, further, that if Administrative Agent or Lender shall have appointed separate counsel pursuant to the option foregoing, Indemnitor shall not be responsible for the expense of Indemnified Parties, their attorneys shall control the resolution additional separate counsel of any claim Indemnified Party unless in the reasonable opinion of Administrative Agent or proceeding; provided that Lender a conflict or potential conflict exists between such Indemnified Party and Administrative Agent or Lender. Notwithstanding the foregoing, in no event shall a compromise or settlement shall be entered without Indemnitors’ Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified PartiesAdministrative Agent, reimburse, the Indemnified Parties Administrative Agent for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written Each of --------------------------------------------------------- the Indemnitors agrees that, upon request by any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) Party against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an any Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, such Indemnified Parties Party may, in their its sole and absolute discretion, engage their its own attorneys and other professionals to assume its legal defenses and to defend or assist themit, and, at the option of such Indemnified PartiesParty, their its attorneys shall control the resolution of any claim or proceeding; proceeding against such Indemnified Party, provided that no compromise or settlement shall be entered without Indemnitors’ the applicable Indemnitor's consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors shall jointly and severally be liable to, and shall, pay or, in the sole and absolute discretion of the any Indemnified PartiesParty, reimburse, the such Indemnified Parties Party for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Borrower shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder Party (if requested by any Indemnified Party, in the name of the Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding Borrower shall not be liable for the foregoing, if the defendants in a claim include expenses of more than one separate counsel unless an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition additional to those available to such Indemnitor (or such Affiliate of such Indemnitor)another Indemnified Party. Notwithstanding the foregoing, or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, any Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided provided, however, that no neither an Indemnified Party nor its counsel shall have any right to settle or compromise or settlement shall be entered any claims covered by the indemnification set forth herein without Indemnitors’ consentthe prior written consent of Borrower, which such consent shall not to be unreasonably withheld, conditioned or delayed. Upon demand, Indemnitors Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by Borrower shall defend any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder Party (if requested by any Indemnified Party, in the name of the Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. The Indemnified Parties shall, except as expressly provided below, utilize counsel designated by Borrower, at Borrower's sole cost and expense, which counsel must be satisfactory to the Indemnified Parties, provided, however, that (i) no settlement of any such claim, litigation or other action shall be made without the Indemnified Parties' prior written consent and (ii) in the event that any Indemnified Party or such counsel determines that a conflict of interest exists, any Indemnified Party with respect to which such conflict exists shall have the right to retain separate counsel, the reasonable fees and expenses of which shall be borne by the Borrower. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or Event of Default exists hereunder, any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Indemnitor shall defend such any Indemnified Party(ies) against any claim for which indemnification is required hereunder Parties with respect to the matters covered by Section 4 above (if requested by any Indemnified Party, in the name of the Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if in the defendants in a claim include an Indemnitor event that (or any affiliate of an Indemnitori) and any Indemnified Party shall have reasonably concluded determines in its reasonable discretion that the interests of Indemnitor conflict in any material manner with the interests of such Indemnified Party, (Aii) any Indemnified Party determines in its reasonable discretion that the attorneys or professionals retained by Indemnitor are not representing the interests of such Indemnified Party in a commercially reasonable manner, or (iii) any Indemnified Party determines in its reasonable discretion that there are may be legal defenses available to it that are materially different from or in addition additional to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) then the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, may engage their own attorneys and other professionals to defend or assist them, and, at the option of the Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; , provided that no compromise or settlement shall be entered without Indemnitors’ Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors Indemnitor shall pay or, in the sole and absolute reasonable discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith. If more than one Indemnified Party is entitled to defend itself or participate in a proceeding hereunder, Indemnitor shall not be obligated to pay for attorneys or other personnel described above for more than one Indemnified Party.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in Environmental Indemnity Agreement (Mezzanine) Berkadia Loan No. 00-0000000 & 00-0000000 117473511_7 addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of such Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written Indemnitor agrees that, upon request by any Indemnified Party, Indemnitors the Indemnitor shall defend such Indemnified Party(ies) Party against any claim for which indemnification Indemnitor is required hereunder indemnifying the Indemnified Parties pursuant to Section 4 above (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) Borrower and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, such Indemnified Parties Party may, in their its sole and absolute discretion, engage their its own attorneys and other professionals to assume its legal defenses and to defend or assist themit, and, at the option of such Indemnified PartiesParty, their its attorneys shall control the resolution of any claim or proceeding; proceeding against such Indemnified Party, provided that no compromise or settlement shall be entered without Indemnitors’ the Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon Indemnitor shall be liable to, and, within ten (10) Business Days following demand, Indemnitors shall pay or, in the sole and absolute discretion of the any Indemnified PartiesParty, reimburse, the such Indemnified Parties Party for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written Indemnitor agrees that, upon request by any Indemnified Party, Indemnitors the Indemnitor shall defend such Indemnified Party(ies) Party against any claim for which indemnification Indemnitor is required hereunder indemnifying the Indemnified Parties pursuant to Section 4 above (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (Borrower or any affiliate of an Indemnitor) Mortgage Borrower and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, such Indemnified Parties Party may, in their its sole and absolute discretion, engage their its own attorneys and other professionals to assume its legal defenses and to defend or assist themit, and, at the option of such Indemnified PartiesParty, their its attorneys shall control the resolution of any claim or proceeding; proceeding against such Indemnified Party, provided that no compromise or settlement shall be entered without Indemnitors’ the Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon Indemnitor shall be liable to, and, within ten (10) Business Days following demand, Indemnitors shall pay or, in the sole and absolute discretion of the any Indemnified PartiesParty, reimburse, the such Indemnified Parties Party for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Indemnitor shall defend such itself and Indemnified Party(ies) against any claim for which indemnification is required hereunder Parties (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by Indemnified Parties (such approval not to be unreasonably withheld) from and against any action, suit, claim, demand, dispute or proceeding (collectively, an “Enforcement Action”) arising or in any way connected, whether directly or indirectly, to the Indemnified PartiesCurrent Remediation Programs or any actual or alleged violation of the representations, warranties and covenants in Sections 2 and 3. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their discretion and at Indemnitor's sole cost and absolute discretionexpense, engage their own attorneys and other professionals to defend them from and against, or assist themthem in, and, any such Enforcement Action. Indemnitor may not compromise or settle any such Enforcement Action without the consent of Indemnitee (which consent may be issued or withheld in Indemnitee’s judgment) unless the claimant agrees as part of the compromise or settlement that Indemnified Parties shall have no responsibility or liability for the payment or discharge of any amount agreed upon or other obligation to take any other action or any other exposure to liability to such claimant. Notwithstanding the foregoing and at the option of Indemnified Parties, if Indemnified Parties engage their own attorneys to defend them from and against, or assist them in, any Enforcement Action, excluding any compromise or settlement relative to the Current Remediation Program, such Indemnified Parties and their attorneys shall control the resolution of any claim or proceeding; Enforcement Action, provided that no compromise or settlement shall be entered without Indemnitors’ consent, Indemnitor's consent (which consent shall not be unreasonably withheld). Upon demandWithin the Demand Period, Indemnitors Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the reimburse Indemnified Parties for the payment of the payments made, for all reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewithengaged by and/or on behalf of Indemnified Parties.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified PartyParty for indemnification to which it is entitled under this Agreement, Indemnitors the applicable Indemnitor shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder same (if requested by any Indemnified Party, in the name of the such Indemnified Party), ) by attorneys and other professionals reasonably approved by the such Indemnified PartiesParty. The Indemnified Parties shall, at no out-of-pocket cost to such Indemnified Party, comply with all necessary and reasonable requests of any Indemnitor or its attorneys with respect to any defense. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretionthe event there is a conflict in interest among the Indemnified Parties, engage their its own attorneys and other professionals to defend or assist themit, and, at the option of such Indemnified PartiesParty, their its attorneys shall control the resolution of any claim or proceedingproceeding related to its obligations hereunder arising from its ownership of such Indemnitor’s Transferred Property; provided provided, that the Indemnitors shall in no compromise event be liable for the costs or settlement shall be entered without Indemnitors’ consentexpenses of more than three firms of outside counsel for all Indemnified Parties (one to represent the Issuer, which consent shall not be unreasonably withheldone to represent the Indenture Trustee and one to represent the Insurer). Upon demand, Indemnitors the applicable Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, reimburse the Indemnified Parties (or, on and after the Indenture Closing Date, shall deposit any such amount into the Collection Account) for the payment of the actual and reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith, to the extent the foregoing are indemnifiable under this Agreement.

Duty to Defend and Attorneys and Other Fees and Expenses. Indemnified Party must give Indemnitor prompt written notice of any claim. Upon written request by any Indemnified Party, Indemnitors or upon request by Indemnitor (provided no Event of Default shall have occurred and be continuing), Indemnitor shall defend such said Indemnified Party(ies) against any claim for which indemnification is required hereunder Party (if requested by any Indemnified Party, in the name of the Indemnified Party), by ) with attorneys and other professionals reasonably approved by the Indemnified PartiesParties (such approval not to be unreasonably withheld or delayed). Notwithstanding If Indemnitor assumes such defense, Indemnitor shall not be liable for the foregoingpayment of any separate legal fees and expenses, or any other defense or investigative costs, of the Indemnified Party, except that if the defendants in a claim include an positions of Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor)conflict, or (B) if such Indemnified Party reasonably believes that its interests are not being adequately protected, any Indemnified Party may elect to conduct its own defense at Indemnitor’s reasonable expense. Subject to the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interestforegoing, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon upon demand, Indemnitors Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the or reimburse Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Indemnitor shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified Parties. Indemnitor shall have the right to negotiate and enter into and/or consent to any settlement, subject to the prior approval of the Indemnified Party, which approval shall not be unreasonably withheld, conditioned or delayed, provided that such approval is not required in connection with any settlement which includes any unconditional release of the Indemnified Party involved in such action and all related actions for all liability for which such parties are seeking indemnification and there is no admission of wrongdoing on the part of the Indemnified Party. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, may engage their own attorneys and other professionals to defend or assist themthem in the event any such Indemnified Party reasonably determines that the defense as conducted by Indemnitor is not proceeding or being conducted in a satisfactory manner, that there are any legal defenses available to it that are not being addressed or that a conflict of interest exists between any of the parties represented by Indemnitor’ s counsel in such action or proceeding, and, at the option of Indemnified PartiesParty, their attorneys shall thereafter control the resolution of any such claim or proceeding; provided provided, however, (x) that so long as no compromise or Event of Default exists and is continuing, Indemnified Party shall first provide Indemnitor with fifteen (15) Business Days’ prior written notice of any determination pursuant to this Paragraph 6 (unless any Indemnified Party determines, in its sole discretion, that its interest may be adversely affected prior to the expiration of such notice period, in which case, Indemnified Party may take immediate action and send written notice to Indemnitor thereafter); and (y) Indemnified Party shall not enter into any settlement shall be entered of such a proceeding without Indemnitors’ consentthe consent of Indemnitor, which consent shall not be unreasonably withheld. Upon demandAny Indemnified Party shall have the right to negotiate and enter into and/or consent to any settlement, Indemnitors subject to the prior approval of Indemnitor, which approval shall pay ornot be unreasonably withheld, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewithconditioned or delayed.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors Indemnitor shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified Parties; it being agreed by Indemnified Parties that Xxxxxxx Xxxx & Xxxxx LLP is hereby approved. Notwithstanding the foregoing, if any action shall be brought in which the named defendants in a claim therein include both Indemnitor and an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have and such Indemnified Party reasonably concluded believes, and advised Indemnitor in writing, that (A) there are legal defenses available to it that are materially different from or in addition to those available to Indemnitor, then such Indemnitor (or such Affiliate of such Indemnitor), or (B) Indemnified Party shall have the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, andright, at the option sole cost and expense of Indemnified PartiesIndemnitor, their attorneys shall control to engage a separate counsel in any such action and to participate in the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withhelddefense thereof. Upon demand, Indemnitors Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

Duty to Defend and Attorneys and Other Fees and Expenses. Upon written request by any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of such Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.. -5- Environmental Indemnity Agreement

Duty to Defend and Attorneys and Other Fees and Expenses. Any Indemnified Party must give Indemnitor prompt written notice of any claim. Upon written request by any Indemnified Party, Indemnitors or upon request by Indemnitor (provided no Event of Default shall have occurred and be continuing), Indemnitor shall defend such said Indemnified Party(ies) against any claim for which indemnification is required hereunder Party (if requested by any Indemnified Party, in the name of the Indemnified Party), by ) with attorneys and other professionals reasonably approved by the Indemnified PartiesParties (such approval not to be unreasonably withheld or delayed). Notwithstanding If Indemnitor assumes such defense, Indemnitor shall not be liable for the foregoingpayment of any separate legal fees and expenses, or any other defense or investigative costs, of the Indemnified Party, except that if the defendants in a claim include an positions of Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor)conflict, or (B) if such Indemnified Party reasonably believes that its interests are not being adequately protected, any Indemnified Party may elect to conduct its own defense at Indemnitor’s reasonable expense. Subject to the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interestforegoing, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon upon demand, Indemnitors Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the or reimburse Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.