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2� 1 ��435 �� pay or satisfy any j udgm�ent or decree that may be entered against any Indemnitee or Ind�mnitees in any �ega1 or administrative proceeding incident to any matters against which Indemnitees are entit�ed t� be indernnified under this Section 48; (2� reimburs� Indemnite�s for any expenses paid�r�ncurred in connect��n With any matters against wh�ch Indemnitees are entitled to be ind�mnified under thi s S ection 4$; and (3} reimburs� Indemnitees far any and aI� expenses, including fees and out-of- pocket�xpenses �f attorneys and�xpert witnesses, paid or incurred in connection�vith the enforcement by Indemnitees of their rights under this Section 48, or in monitoring and participating �n any legal �including appe��ate� or administrative proceeding. �p} In any circumstances in which the indemnit�under thzs S ectx�n 4 S applies, Lender may employ xts own�egal counsel and consuitants to prosecute, defend ar negotxate any claim or �egal ar administrative pro�eeding and Lender, with the priar written consent of Borrawer (which sha��not he unreasonably withheld, de�ayed or conditioned), may settle or compromise any action or legal or admin�strative praceeding. Borrower shall reimburse L�nder upon demand for all costs and expenses �ncurred by Lender, includ�ng al� costs of settlements entered xnto in go�d faith, and the fees and aut of packet expenses af such attorneys (including but not limited to appellate Iit�gation} and consultants. (q} The prov�sions of this Sect�on 48 shali be �n addition to any and all other ob�igations and �iabilities that B�rroW�r may have under applicab�e 1aW�r under�ther Loan Documents, and each Indemnitee shall be entit�ed t� indemnificat�on under this S�ction 4$ ,without regard t� vvhether Lender or that Indemnite�has exercised any rights against the Mortgaged Pr�perty or any other securxty, pursued any rights a�ainst any guarantor, or pursu�d ar�y ather rights available under the Loan I�ocuments or applicable law. If B�rrower eonsists of mor�than�ne entity, the obl�gation of those entitie�to indemnify the Ind�mnitees under this Section 48 shall be jo�nt and several. The obligation of Borrower to indemnify the Indemnitees under this Secti�n 48 sha11 survive a.r�y repayment�r discharge of the Indebt�dness, any foreclosure proceed�ng, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the iien�f this Security Instrument. Natwithstand�ng anything in Section 48 to the �ontrary, s� �ong as the Laan is insured or he�d by HUD, indemnification costs and reimbursements ta Lender or to any or a�l Indemnitees shall be paid only fram the availabl� praceeds nf an appropriate �nsuran�e p�licy or fr�m Surplus �ash (if appli�able} or ather escrow accounts. (r} So �ong as the Loan is insured �r held by HLTD, a11 references to Lender in this Section 48 sha1� ais� be construed to refer to HUD as �ts interest appears (solely as determined by HUD} and all natifications to Lend�r must als� be made to HUI] and a11 Lender approvals and exercises of discretion by Lender under this Sect�on 4S must first hav�th�prior written �revious versions obsolete Page 4� form H U D-94�D�-�RCF �Q�1�014}