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CITY OF LA PORTDL'STRIAL ~ Page 6 '' DEVELOP:SE~1T COR. TION ~. Application for Financing employ separate counsel in any such action and participate in the investigation and defense thereof, but the fees and ex- penses of such counsel shall be paid by the Indemnified Party unless (aj the employment of such counsel has been specific- ally authorized by the Applicant, in writing, (b) the Appli- cant has failed to assume the defense and to employ counsel or (c) the named parties t0 3ny SllCh action (including any impleaded parties) include both an Indemnified Party and the Applicant, and said Indemnified Party shall have been advised by such counsel that there may be one or more legal,defenses available to it which are different from or additional to those available to the Applicant (in which case, if the In- demnified Party notifies the Applicant in writing that it elects to employ separate counsel at the _~ppiicant`s exaense, the Applicant shall not have the nigh*_ to assume Lhe defense of such action on behalf of such Indemnified Party, it being understood, however, that the Applicant shall not, in con- nection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and exoer.ses of more than one separate firm of attorneys for the Ircemr.ified Party, which firm shall be designated in writing by said Indemnified Party). The Indemnified Party, as a condition of such iP.- demnity, shall use its best e~forts to cooperate wit'r. the Applicant in the defense of any such actin^. or claim. T'ne Applicant shall not be liable for any settlement of any such action without its consent but, if an}- such action. is settled with the consent-of the Applicant or if there be final judg- ment for the plaintiff in any such action, the Applicant agrees to indemnify and hold har;~less the Indemnified Parties from and against ar_y Loss by reason of such settlement or judgment. b. Fees and Expenses: Applicant agrees to pay all reasonable znd necessary costs, expenses and fees incurred by the Corporation in connection with the issuance of the bonds or in connection with the Project, including but not limiter' to the cut-of- pocket expenses incurred by the Corporation s personnel; fees for Iegal services and out-of-pocket expenses of the Corpo- ration s Counsel fees and out-of-pocket expenses for con- sulting advice of the CorporaLion~s consultir.o engineers; fees and expenses required ir. connection. with the under~:riting or placement of the Bonds; fees and out-of-poc~et exae^ses of Bond Counsel; fees ar.d out-cf-oocb:et espe^ses cf the trustee; all recording costs; Biue Sky and legal in~•est:rent survey costs, rat'_no agencies; fees a::d prir.ti::~ costs; a: d ail