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• • <br />advised by such counsel that there may be one or more legal defenses <br />available~to it which are different from or additional to those avail- <br />able. to the User (in which case, if the Indemnified Party notifies the <br />User in writing that it elects to employ separate counsel at the User's <br />expense, the User shall not have the right to assume the defense of such <br />action on behalf of such Indemnified Party, it being understood, however, <br />that the User shall not, in connection with any one such action or <br />separate but substantially similar or related actions in the same juris- <br />diction arising out of the same general allegations or circumstances, be <br />-liable for the reasonable fees and expenses of more than one separate <br />firm of attorneys for the Indemnified Parties [provided that any <br />Indemnified Party which has been advised by counsel that there may be <br />one or more legal defenses available to it which are different from or <br />additional to those available to any other Indemnified Party shall have <br />the right to employ separate counsel whose fees and expenses shall be <br />paid by the User], which firm shall be designated in writing by said <br />Indemnified Party). The Indemnified Party, as a condition of such <br />indemnity, shall use its best efforts to cooperate with the User in the <br />defense of any such action or claim. The User. shall not be liable for <br />any settlement of any such action without its consent but, if any such <br />action is settled with the consent of the User or if there be final <br />judgment for the plaintiff in such action, the User agrees to indemnify <br />and hold harmless the Indemnified Party from and against any Loss by <br />reason of such settlement or judgment. The provisions of this paragraph <br />shall survive the expiration or termination of this Agreement to Issue <br />Bonds. <br />7. If within three (3) years from the date hereof (or such later <br />date as shall be mutually satisfactory to the Corporation and the User) <br />the Corporation and the User shall not have agreed to mutually accept- <br />able terms for the Bonds and for the sale and delivery thereof and <br />mutually acceptable terms and conditions of the Agreement, the User <br />agrees that it will pay the Corporation for all unpaid Project Costs <br />which the Corporation shall have incurred and this Agreement to Issue <br />Bonds shall thereupon terminate. In the event that the User elects, <br />prior to any such termination, not to proceed with the issuance of the <br />Bonds for any reason, it shall so notify the Corporation in writing and <br />shall promptly pay to the Corporation all Project Costs incurred by the <br />Corporation prior to such notification, and if payment is so made, the <br />User's obligations under paragraph 5 above shall terminate from and <br />after the date of such notification. <br />8. The User may, without the consent of the Corporation, transfer <br />or_assign this Agreement to Issue Bonds or transfer or assign any or all <br />of its rights and delegate any or all of its duties hereu_zder to any of <br />its subsidiaries or affiliates currently existing or hereafter created, <br /> <br />-6- <br />