Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. a. In any circumstance in which this Agreement applies, Mortgagee may, but shall not be obligated to, employ its own legal counsel and consultants to investigate, prosecute, negotiate, or defend any such Environmental Claim and in the event liability is asserted directly against Mortgagee, Mortgagee shall have the right to compromise or settle such claim of liability against Mortgagee without the consent of Indemnitors. Indemnitors shall reimburse Mortgagee, within fifteen (15) days of demand, for all Costs incurred by Mortgagee, including the amount of all Costs of settlements entered into by Mortgagee. b. Indemnitors shall not, without the prior written consent of Mortgagee (i) settle or compromise any action, suit, proceeding, or claim or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Mortgagee of (x) a full and complete written release of Mortgagee (in form, scope and substance satisfactory to Mortgagee in its reasonable discretion) from all liability in respect of such action, suit or proceeding and (y) a dismissal with prejudice of such suit, action or proceeding; or (ii) settle or compromise any action, suit, proceeding, or claim in any manner that may adversely affect Mortgagee as determined by Mortgagee in its reasonable discretion.