FOR THE PAYMENT OF ANY EXPENSE UNLESS THE SAME IS BEING PAID BY
LESSEE.
SUCH INDEMNITEE MAY PARTICIPATE IN A REASONABLE MANNER AT ITS OWN
EXPENSE AND WITH ITS OWN COUNSEL IN ANY PROCEEDING CONDUCTED BY LESSEE IN
ACCORDANCE WITH THE FOREGOING. IF LESSEE SHALL DEFEND AN INDEMNITEE IN ANY SUCH
SUIT OR PROCEEDING, THEN LESSEE SHALL NOT BE OBLIGATED TO REIMBURSE SUCH
INDEMNITEE FOR THE ITS ATTORNEYS' FEES OR EXPENSES INCURRED IN CONNECTION WITH
SUCH SUIT OR PROCEEDING; PROVIDED THAT, IF IN THE WRITTEN OPINION OF COUNSEL TO
SUCH INDEMNITEE AN ACTUAL OR POTENTIAL MATERIAL CONFLICT OF INTEREST EXISTS SUCH
THAT SUCH INDEMNITEE MUST BE REPRESENTED BY SEPARATE COUNSEL AND SUCH INDEMNITEE
INFORMS THE LESSEE THAT SUCH INDEMNITEE DESIRES TO BE REPRESENTED BY SEPARATE
COUNSEL, THE REASONABLE FEES AND EXPENSES OF ANY SUCH SEPARATE COUNSEL SHALL BE
BORNE BY LESSEE; PROVIDED FURTHER, IN NO EVENT SHALL LESSEE BE OBLIGATED TO PAY
FOR MORE THAN ONE SEPARATE COUNSEL FOR ALL INDEMNITEES.
(C)
EACH INDEMNITEE SHALL AT LESSEE'S EXPENSE SUPPLY LESSEE WITH SUCH
INFORMATION AND DOCUMENTS REASONABLY REQUESTED BY LESSEE AND WITHIN SUCH
INDEMNITEE'S CONTROL IN CONNECTION WITH ANY CLAIM FOR WHICH LESSEE MAY BE
REQUIRED TO INDEMNIFY SUCH INDEMNITEE UNDER THIS SECTION 20.1.
AN INDEMNITEE
SHALL NOT ENTER INTO ANY SETTLEMENT OR OTHER COMPROMISE WITH RESPECT TO ANY
CLAIM FOR WHICH INDEMNIFICATION IS REQUIRED UNDER THIS SECTION 20.1 WITHOUT THE
PRIOR WRITTEN CONSENT OF LESSEE. LESSEE WILL NOT SETTLE ANY CLAIM ON A BASIS
THAT (X) ADMITS ANY CRIMINAL VIOLATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
ON THE PART OF AN INDEMNITEE WITHOUT SUCH INDEMNITEE'S PRIOR WRITTEN CONSENT,
(Y) CREATES A MATERIAL RISK OF THE SALE, LOSS, OR FORFEITURE OF THE PROPERTY OR
(Z) IMPAIRS IN ANY WAY THE PAYMENT OF BASE NET RENT OR SUPPLEMENTAL RENT OR
GIVES RISE TO THE CREATION OF ANY LIEN WITH RESPECT TO THE PROPERTY.
(D)
UPON FINAL SETTLEMENT AND PAYMENT OF ANY CLAIM BY LESSEE PURSUANT
TO THIS SECTION 20.1 TO OR ON BEHALF OF AN INDEMNITEE, LESSEE, WITHOUT ANY
FURTHER ACTION, SHALL BE SUBROGATED TO ANY AND ALL CLAIMS THAT SUCH INDEMNITEE
MAY HAVE RELATING THERETO (OTHER THAN CLAIMS IN RESPECT OF INSURANCE POLICIES
MAINTAINED BY SUCH INDEMNITEE AT ITS OWN EXPENSE), AND SUCH INDEMNITEE SHALL
EXECUTE AND DELIVER TO LESSEE SUCH INSTRUMENTS OF ASSIGNMENT AND CONVEYANCE,
EVIDENCE OF CLAIMS AND PAYMENT AND OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS
AS MAY BE NECESSARY OR APPROPRIATE TO PRESERVE ANY SUCH CLAIMS AND OTHERWISE
COOPERATE WITH LESSEE AND GIVE SUCH FURTHER ASSURANCES AS ARE NECESSARY OR
ADVISABLE TO ENABLE LESSEE VIGOROUSLY TO PURSUE SUCH CLAIMS.
(E)
ANY AMOUNT PAYABLE TO SUCH INDEMNITEE PURSUANT TO THIS SECTION
20.1 SHALL BE PAID WITHIN THIRTY (30) DAYS AFTER WRITTEN DEMAND THEREFOR FROM
SUCH INDEMNITEE TOGETHER WITH A WRITTEN STATEMENT DESCRIBING THE BASIS FOR SUCH
INDEMNITY, THE COMPUTATION OF THE AMOUNT SO PAYABLE AND SUCH ADDITIONAL
INFORMATION AS LESSEE MAY REASONABLY REQUEST AND WHICH IS REASONABLY AVAILABLE
TO SUCH INDEMNITEE TO SUBSTANTIATE PROPERLY THE REQUESTED PAYMENT.
(F)
NOTWITHSTANDING ANYTHING TO