At Owner’s expense, Manager shall engage reputable counsel for the benefit of Owner, who shall be approved by Owner, to advise on all legal matters and to conduct all legal proceedings (other than those conducted by the Property’s insurance carrier) affecting the Property.  Manager shall give prompt and timely written notice to Owner and any insurance carrier for the Property of any claims, lawsuits, actions or proceedings instituted or threatened against Manager or Owner, arising out of this Agreement, Manager’s duties hereunder or Owner’s ownership or use of the Property.  Owner shall direct Manager as to the course of action Owner desires Manager to take in such litigation.