SUCH
INDEMNIFYING PERSON SHALL NOT RELIEVE IT FROM ANY LIABILITY WHICH IT MAY HAVE TO
AN INDEMNIFIED PERSON OTHERWISE THAN UNDER THE PROVISIONS OF THIS SECTION 9.2.
IF ANY SUCH CLAIM OR ACTION SHALL BE BROUGHT AGAINST AN INDEMNIFIED PERSON, AND
IT SHALL NOTIFY ANY INDEMNIFYING PERSON THEREOF, SUCH INDEMNIFYING PERSON SHALL
BE ENTITLED TO PARTICIPATE THEREIN AND, TO THE EXTENT THAT IT WISHES, ASSUME THE
DEFENSE THEREOF WITH COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED PERSON.
AFTER NOTICE FROM ANY INDEMNIFYING PERSON TO THE INDEMNIFIED PERSON OF ITS
ELECTION TO ASSUME THE DEFENSE OF SUCH CLAIM OR ACTION, SUCH INDEMNIFYING PERSON
SHALL NOT BE LIABLE TO THE INDEMNIFIED PERSON FOR ANY LEGAL OR OTHER EXPENSES
SUBSEQUENTLY INCURRED BY THE INDEMNIFIED PERSON IN CONNECTION WITH THE DEFENSE
THEREOF EXCEPT AS PROVIDED IN THE FOLLOWING SENTENCE; PROVIDED, THAT IF THE
DEFENDANTS IN ANY SUCH ACTION INCLUDE BOTH AN INDEMNIFYING PERSON, ON THE ONE
HAND, AND ONE OR MORE INDEMNIFIED PERSONS ON THE OTHER HAND, AND AN INDEMNIFIED
PERSON SHALL HAVE REASONABLY CONCLUDED THAT THERE ARE ANY LEGAL DEFENSES
AVAILABLE TO IT AND/OR OTHER INDEMNIFIED PERSONS THAT ARE DIFFERENT OR IN
ADDITION TO THOSE AVAILABLE TO THE INDEMNIFYING PERSON, THE INDEMNIFIED PERSON
OR PERSONS SHALL HAVE THE RIGHT TO SELECT SEPARATE COUNSEL TO ASSERT SUCH LEGAL
DEFENSES AND TO OTHERWISE PARTICIPATE IN THE DEFENSE OF SUCH ACTION ON BEHALF OF
SUCH INDEMNIFIED PERSON OR PERSONS.
THE INDEMNIFIED PERSON SHALL INSTRUCT ITS
COUNSEL TO MAINTAIN REASONABLY DETAILED BILLING RECORDS FOR FEES AND
DISBURSEMENTS FOR WHICH SUCH INDEMNIFIED PERSON IS SEEKING REIMBURSEMENT
HEREUNDER AND SHALL SUBMIT COPIES OF SUCH DETAILED BILLING RECORDS TO
SUBSTANTIATE THAT SUCH COUNSEL'S FEES AND DISBURSEMENTS ARE SOLELY RELATED TO
THE DEFENSE OF A CLAIM FOR WHICH THE INDEMNIFYING PERSON IS REQUIRED HEREUNDER
TO INDEMNIFY SUCH INDEMNIFIED PERSON.
NO INDEMNIFYING PERSON SHALL BE LIABLE
FOR THE EXPENSES OF MORE THAN ONE (1) SUCH SEPARATE COUNSEL UNLESS SUCH
INDEMNIFIED PERSON SHALL HAVE REASONABLY CONCLUDED THAT THERE MAY BE LEGAL
DEFENSES AVAILABLE TO IT THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE
AVAILABLE TO ANOTHER INDEMNIFIED PERSON.
(E)
WITHOUT THE PRIOR CONSENT OF CREDIT SUISSE (WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD), BORROWER SHALL NOT SETTLE OR COMPROMISE OR
CONSENT TO THE ENTRY OF ANY JUDGMENT IN ANY PENDING OR THREATENED CLAIM, ACTION,
SUIT OR PROCEEDING IN RESPECT OF WHICH INDEMNIFICATION MAY BE SOUGHT HEREUNDER
(WHETHER OR NOT ANY INDEMNIFIED PERSON IS AN ACTUAL OR POTENTIAL PARTY TO SUCH
CLAIM, ACTION, SUIT OR PROCEEDING) UNLESS THE INDEMNIFYING PERSON SHALL HAVE
GIVEN CREDIT SUISSE REASONABLE PRIOR NOTICE THEREOF AND SHALL HAVE OBTAINED AN
UNCONDITIONAL RELEASE OF EACH INDEMNIFIED PERSON HEREUNDER FROM ALL LIABILITY
ARISING OUT OF SUCH CLAIM, ACTION, SUIT OR PROCEEDINGS.
AS LONG AS BORROWER HAS
COMPLIED WITH ITS OBLIGATIONS TO DEFEND AND INDEMNIFY HEREUNDER, BORROWER SHALL
NOT BE LIABLE FOR ANY SETTLEMENT MADE BY ANY INDEMNIFIED PERSON WITHOUT THE
CONSENT OF BORROWER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD).
(F)
BORROWER AGREES THAT IF ANY INDEMNIFICATION OR REIMBURSEMENT
SOUGHT PURSUANT TO THIS