Common use of Retention of Counsel Clause in Contracts

Retention of Counsel. In the event of actual or threatened litigation affecting the Loan or the security for the Loan with respect to which litigation Lead Lender is of the opinion that the services of an attorney should be retained for the mutual protection of the interests of Lead Lender and Participant, Lead Lender may employ counsel to represent Lead Lender and the interests of Participant with Participant's prior consent, unless employment of the same is an emergency, in which event Lead Lender will attempt to obtain Participant's prior consent but will be entitled to employ such counsel whether or not Participant has given Lead Lender its consent. Lead Lender shall seek to cause Borrower to pay the fees and expenses of such counsel in accordance with the terms and conditions of the Loan Documents, but if Borrower fails to pay such fees and expenses, Participant and Lead Lender shall pay their pro rata share thereof. If Lead Lender later receives reimbursement therefor from Borrower, Lead Lender shall return to Participant its pro rata share of the amount so repaid, without interest, unless such amount is received by Lead Lender with interest, in which case Participant would also receive its pro rata share of the amount of interest. Participant shall not have the right in connection with the same litigation to retain other counsel, except at the sole cost and expense of Participant. In the event of litigation by and between Lead Lender and Participant arising out of this Participation Agreement, Lead Lender and Participant shall each bear its own costs in retaining counsel for the same.