Common use of Procedure; Notification Clause in Contracts

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties under this Article 7, notify the Credit Parties in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties of any such action shall not relieve the Credit Parties from any liability which they may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit Parties. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties of the commencement thereof, the Credit Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Parties, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees that it will not, without the prior written consent of the Lenders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 12 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company and its Subsidiaries under this Article 712, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company or any of its Subsidiaries from any liability which they it may have to such Indemnified Party unless, and only to the extent that, unless such omission results in substantially and irrevocably impairs the forfeiture Company’s or any of substantive rights its Subsidiaries’ ability to defend the action, claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany or any of its Subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company’s or such Subsidiary’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany or any of its Subsidiaries, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party of the Company and its Subsidiaries agrees that it will not, without the prior written consent of the LendersRequired Holders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless (i) such settlement, compromise or consent includes an unconditional release of the Lenders Collateral Agent and the Holders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of proceeding (ii) the Company has provided reasonable prior notice thereof and (iii) t the Required Holders have provided its Subsidiaries shall be liable for any settlement of any claimprior written consent to such settlement, action compromise or proceeding effected against an Indemnified Party without their written consent, which consent shall will not be unreasonably withheldwithheld or delayed. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 11 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrower under this Article 711, notify the Credit Parties Borrower in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Borrower of any such action shall not relieve the Credit Parties Borrower from any liability which they it may have to such Indemnified Party unlessParty, and only except to the extent that, that such omission results in impairs the forfeiture of substantive rights Borrower’s ability to defend the action, claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrower of the commencement thereof, the Credit Parties Borrower shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, provided that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesBorrower, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to may become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrower’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrower, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Borrower agrees that it will not, without the prior written consent of the LendersRequired Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 willX shall, promptly after the receipt of written notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7X, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit PartiesCompany being materially prejudiced thereby. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume assume, or cause its Subsidiaries to assume, the defense thereof at its or their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Parties Company and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 X for more than one firm of attorneys (plus local counsel) in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersHolders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders and each other such Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties under this Article 7, notify the Credit Parties in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties of any such action shall not relieve the Credit Parties from any liability which they may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit Parties. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties of the commencement thereof, the Credit Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Parties, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees that it will not, without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 12 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrower and its Subsidiaries under this Article 712, notify the Credit Parties Borrower in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Borrower of any such action shall not relieve the Credit Parties Borrower or any of its Subsidiaries from any liability which they it may have to such Indemnified Party unless, and only to the extent that, unless such omission results in substantially and irrevocably impairs the forfeiture Borrower’s or any of substantive rights its Subsidiaries’ ability to defend the action, claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrower of the commencement thereof, the Credit Parties shall Borrower shall, with Purchaser’s consent, be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesBorrower or any of its Subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrower’s or such Subsidiary’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrower or any of its Subsidiaries, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party of the Borrower and its Subsidiaries agrees that it will not, without the prior written consent of the LendersRequired Holders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless (i) such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of proceeding (ii) the Borrower has provided reasonable prior notice thereof and (iii) the Purchaser has provided its Subsidiaries shall be liable for any settlement of any claimprior written consent to such settlement, action compromise or proceeding effected against an Indemnified Party without their written consent, which consent shall will not be unreasonably withheldwithheld or delayed. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party Person under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding Claim against such Indemnified Party Person in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission failure of any Indemnified Party Person so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties it from any liability which they it may have to such Indemnified Party Person unless, and only to the extent that, such omission failure results in the Company’s legal position being prejudiced or it results in a forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding Claim shall be brought against any Indemnified Party Person and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel reasonably satisfactory to such the Indemnified Party in its reasonable judgmentPersons; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party Person may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding third party Claim in which the Credit Parties, on the one hand, Company and an Indemnified Party, on the other hand, Person is, or is reasonably likely to become, a party, such Indemnified Party Person shall have the right to employ separate counsel at the Company’s expense (and the Company shall reasonably promptly reimburse the Indemnified Person for such reasonable expense upon presentation of invoices therefor (it being further agreed that the Credit Parties Indemnified Person shall return such reimbursement amounts if there is a Final Gross Negligence Determination against such Indemnified Person)) and to control its own defense of such action, claim or proceeding Claim if the named parties to any such Claim (including any impleaded parties) include both the Company and the Indemnified Person and if, in the reasonable opinion of counsel to such Indemnified PartyPerson, a conflict the Company and the Indemnified Person have conflicting interests with respect to such Claim based on one or potential conflict exists between the Credit Parties, on the one hand, and more material legal defenses available to such Indemnified PartyPerson that are inconsistent with those available to the Company (other than differing interests associated with the Company’s obligation to indemnify), on in which cases the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay reasonable fees and expenses under this Article 7 for more than of one firm counsel plus, if applicable, one local counsel, of attorneys in any jurisdiction in any one legal action or group of related legal actionsthe Indemnified Person shall be paid by the Company on a timely basis. Each Credit Party The Company agrees that it will notnot (nor shall any Credit Party), without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding Claim relating to the matters contemplated hereby (if any Indemnified Party Person is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party Person from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties Persons hereunder shall be in addition to any rights that any Indemnified Party Person may have at common law, in equity, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will8 shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 78, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture by any such Person of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Parties Company and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will shall not, without the prior written consent of the LendersPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Purchasing Indemnified Party under this Article 7 8 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Purchasing Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 78, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Purchasing Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Purchasing Indemnified Party unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Purchasing Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Purchasing Indemnified Party in its reasonable judgment; providedPROVIDED, howeverHOWEVER, that, if the Credit Parties have assumed the defense of that any such action, claim or other proceeding, any Purchasing Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an a Purchasing Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Purchasing Indemnified Party shall have the right to employ separate counsel at the Company's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Purchasing Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Purchasing Indemnified Party, on the other hand, that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersPurchaser through whom the Purchasing Indemnified Party is entitled to indemnification, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Purchasing Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders such Purchaser and each other Purchasing Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an any Purchasing Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Purchasing Indemnified Parties hereunder shall be in addition to any rights that any Purchasing Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party Person under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding Claim against such Indemnified Party Person in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission failure of any Indemnified Party Person so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties it from any liability which they it may have to such Indemnified Party Person unless, and only to the extent that, such omission failure results in the Company’s legal position being prejudiced or it results in a forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding Claim shall be brought against any Indemnified Party Person and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel reasonably satisfactory to such the Indemnified Party in its reasonable judgmentPersons; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party Person may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding third party Claim in which the Credit Parties, on the one hand, Company and an Indemnified Party, on the other hand, Person is, or is reasonably likely to become, a party, such Indemnified Party Person shall have the right to employ separate counsel at the Company’s expense (and the Company shall reasonably promptly reimburse the Indemnified Person for such reasonable expense upon presentation of invoices therefor (it being further agreed that the Credit Parties Indemnified Person shall return such reimbursement amounts if there is a Final Gross Negligence Determination against such Indemnified Person)) and to control its own defense of such action, claim or proceeding Claim if the named parties to any such Claim (including any impleaded parties) include both the Company and the Indemnified Person and if, in the reasonable opinion of counsel to such Indemnified PartyPerson, a conflict the Company and the Indemnified Person have conflicting interests with respect to such Claim based on one or potential conflict exists between the Credit Parties, on the one hand, and more material legal defenses available to such Indemnified PartyPerson that are inconsistent with those available to the Company (other than differing interests associated with the Company’s obligation to indemnify), on in which cases the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay reasonable fees and expenses under this Article 7 for more than of one firm counsel plus, if applicable, one local counsel, of attorneys in any jurisdiction in any one legal action or group of related legal actionsthe Indemnified Person shall be paid by the Company on a timely basis. Each Credit Party The Company agrees that it will notnot (nor shall any Group Member), without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding Claim relating to the matters contemplated hereby (if any Indemnified Party Person is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party Person from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties Persons hereunder shall be in addition to any rights that any Indemnified Party Person may have at common law, in equity, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from any of the Credit Indemnifying Parties under this Article 7, notify the Credit Parties Parent in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Parent of any such action shall not relieve the Credit Indemnifying Parties from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the Indemnifying Parties' forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Parent of the commencement thereof, the Credit Indemnifying Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which any of the Credit Indemnifying Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Indemnifying Parties' expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between any of the Credit Indemnifying Parties, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party of the Indemnifying Parties agrees that it will not, without the prior written consent of the LendersPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit No Indemnifying Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; providedPROVIDED, howeverHOWEVER, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.or

Procedure; Notification. Each Indemnified Party under this Article 7 Section 8 will, promptly after the receipt of written notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Issuer under this Article 7Section 8, notify the Credit Parties Issuer in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Issuer of any such action shall not relieve the Credit Parties Issuer from any liability which they that it may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit PartiesIssuer being materially prejudiced thereby. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Issuer of the commencement thereof, the Credit Parties Issuer shall be entitled to assume the defense thereof at its or their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; , provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Issuer’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesIssuer or such Subsidiary, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party Issuer agrees that it will not, without the prior written consent of the LendersSubscriber, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent (a) does not require the Indemnified Party to pay any amount or take, or refrain from taking, any action and (b) includes an unconditional release of the Lenders and each other such Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party Person under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party Person in respect of which indemnity may be sought from the any Credit Parties Party under this Article 7, notify the Company on behalf of the Credit Parties in writing of the commencement thereof. The omission failure of any Indemnified Party Person so to notify the Credit Parties Company of any such action shall not relieve the Company or any other Credit Parties Party from any liability which they it may have to such Indemnified Party Person unless, and only to the extent that, such omission failure results in the Company’s forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding Claim shall be brought against any Indemnified Party Person and it shall notify the Company on behalf of the Credit Parties of the commencement thereof, the Credit Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party Purchaser in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party Person may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding Claim in which the any Credit PartiesParty, on the one hand, and an Indemnified PartyPerson, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party Person shall have the right to employ separate counsel at the Credit Parties’ expense of the Credit Parties and to control its own defense of such action, claim or proceeding Claim if, in the reasonable opinion of counsel to such Indemnified PartyPerson, a conflict or potential conflict exists between the Company or any other Credit PartiesParty, on the one hand, and such Indemnified PartyPerson, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees that it will not, without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding Claim relating to the matters contemplated hereby (if any Indemnified Party Person is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party Person from all liability arising or that may arise out of such claim, action or proceeding. Neither any No Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheldwithheld or delayed. The rights accorded to Indemnified Parties Persons hereunder shall be in addition to any rights that any Indemnified Party Person may have at common law, in equity, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Note Parties under this Article 7, notify the Credit Note Parties in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Note Parties of any such action shall not relieve the Credit Note Parties from any liability which they may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit Note Parties. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Note Parties of the commencement thereof, the Credit Note Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Note Parties have assumed the defense of any such action, claim or other proceeding, any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Note Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Note Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Note Parties, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Note Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Note Party agrees that it will not, without the prior written consent of the LendersPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Note Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrowers under this Article 7, notify the Credit Parties Borrowers in writing of the commencement thereof. The delay or omission of any Indemnified Party so to notify the Credit Parties Borrowers of any such action shall not relieve the Credit Parties Borrowers from any liability which they may have to such Indemnified Party unlessParty, and only except to the extent thatthat such delay or omission impairs the Borrowers' ability to defend the action, such omission results in the forfeiture of substantive rights claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrowers of the commencement thereof, the Credit Parties Borrowers shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which any of the Credit PartiesBorrowers, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrowers' expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrowers, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Borrowers be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees The Borrowers each agree that it will not, without the prior written writt en consent of the Required Lenders, which consent shall not be unreasonably withheld or delayed, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Agent, the Lenders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Borrowers shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 Section 10 will, promptly after the receipt of written notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7Section, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they that it may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit PartiesCompany being materially prejudiced thereby. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the Lendersholders of the Notes, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent (a) does not require the Indemnified Party to pay any amount or take, or refrain from taking, any action and (b) includes an unconditional release of the Lenders and each other such Indemnified Party party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 11 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrower under this Article 711, notify the Credit Parties Borrower in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Borrower of any such action shall not relieve the Credit Parties Borrower from any liability which they it may have to such Indemnified Party unlessParty, and only except to the extent that, that such omission results in impairs the forfeiture of substantive rights Borrower’s ability to defend the action, claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrower of the commencement thereof, the Credit Parties Borrower shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, provided that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesBorrower, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to may become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrower’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrower, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Borrower agrees that it will not, without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Obligors under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties any Obligor from any liability which they it may have to such Indemnified Party unless, and only to the extent that, as to the indemnification obligations of each Obligor, such omission results in the such Obligor's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Partiesany Obligor, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Obligors' expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Partiesany Obligor, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties any Obligor be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party Obligor agrees that it will not, without the prior written consent of the Lendersrelevant Indemnified Parties, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries No Obligor shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their the Company's written consent, which consent shall not be unreasonably withheldwithheld or delayed. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrower or Holdings under this Article 7, notify the Credit Parties Borrower and Holdings in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Borrower and Holdings of any such action shall not relieve the Credit Parties Borrower or Holdings from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the Borrower's or Holdings' forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrower and Holdings of the commencement thereof, the Credit Parties Borrower and/or Holdings shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesBorrower or Holdings, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrower's and Holdings' expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrower or Holdings, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Borrower or Holdings be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees The Borrower and Holdings agree that it will not, without the prior written consent of the Lendersrespective Purchaser, which consent shall not be unreasonably withheld, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders respective Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Borrower and Holdings shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit appropriate Indemnifying Parties or Indemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit such Indemnifying Parties or Indemnifying Party of any such action shall not relieve the Credit Parties either Indemnifying Party from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the such Indemnifying Party's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit appropriate Indemnifying Parties or Indemnifying Party of the commencement thereof, the Credit such Indemnifying Parties shall or Indemnifying Party shall, without any reservations of rights, be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesIndemnifying Parties or Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit such Indemnifying Parties or Indemnifying Party and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Partiessuch Indemnifying Parties or Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Indemnifying Parties or Indemnifying Party be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees Indemnifying Parties agree that it will not, without the prior written consent of the LendersIndemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit No Indemnifying Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against by an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrowers under this Article 7, notify the Credit Parties Borrowers in writing of the commencement thereof. The delay or omission of any Indemnified Party so to notify the Credit Parties Borrowers of any such action shall not relieve the Credit Parties Borrowers from any liability which they may have to such Indemnified Party unlessParty, and only except to the extent thatthat such delay or omission impairs the Borrowers' ability to defend the action, such omission results in the forfeiture of substantive rights claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrowers of the commencement thereof, the Credit Parties Borrowers shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which any of the Credit PartiesBorrowers, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrowers' expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrowers, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Borrowers be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees The Borrowers each agree that it will not, without the prior written consent of the Required Lenders, which consent shall not be unreasonably withheld or delayed, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Agent, the Lenders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Borrowers shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party Person under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party Person in respect of which indemnity may be sought from the any Credit Parties Party under this Article 7, notify the Company, who shall receive notice on behalf itself and on behalf of the Credit Parties for purposes of this Section 7.2, in writing of the commencement thereof. The omission failure of any Indemnified Party Person so to notify the Credit Parties Company of any such action shall not relieve the Company or any other Credit Parties Party from any liability which they it may have to such Indemnified Party Person unless, and only to the extent that, such omission failure results in the Company’s forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be Claim is brought against any Indemnified Party and it shall notify the Credit Parties of the commencement thereofPerson, the Credit Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party Purchaser in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party Person may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding Claim in which the any Credit PartiesParty, on the one hand, and an Indemnified PartyPerson, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party Person shall have the right to employ separate counsel at the Credit Parties’ expense of the Credit Parties and to control its own defense of such action, claim or proceeding Claim if, in the reasonable opinion of counsel to such Indemnified PartyPerson, a conflict or potential conflict exists between the Company or any other Credit PartiesParty, on the one hand, and such Indemnified PartyPerson, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees that it will not, without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding Claim relating to the matters contemplated hereby (if any Indemnified Party Person is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party Person from all liability arising or that may arise out of such claim, action or proceeding. Neither any No Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheldwithheld or delayed. The rights accorded to Indemnified Parties Persons hereunder shall be in addition to any rights that any Indemnified Party Person may have at common law, in equity (including by way of specific performance or injunctive relief), by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will8 shall, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 78, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture by any such Person of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; providedPROVIDED, howeverHOWEVER, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Parties Company and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will shall not, without the prior written consent of the LendersWhitney V, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Whitney V and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 12 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrower and its Subsidiaries under this Article 712, notify the Credit Parties Borrower in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Borrower of any such action shall not relieve the Credit Parties Borrower or any of its Subsidiaries from any liability which they it may have to such Indemnified Party unless, and only to the extent that, unless such omission results in substantially and irrevocably impairs the forfeiture Borrower’s or any of substantive rights its Subsidiaries’ ability to defend the action, claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrower of the commencement thereof, the Credit Parties shall Borrower shall, with Purchaser’s consent, be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesBorrower or any of its Subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrower’s or such Subsidiary’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrower or any of its Subsidiaries, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party of the Borrower and its Subsidiaries agrees that it will not, without the prior written consent of the LendersHolder, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless (i) such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of proceeding (ii) the Borrower has provided reasonable prior notice thereof and (iii) the Purchaser has provided its Subsidiaries shall be liable for any settlement of any claimprior written consent to such settlement, action compromise or proceeding effected against an Indemnified Party without their written consent, which consent shall will not be unreasonably withheldwithheld or delayed. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Credit Agreement Indemnified Party under this Article 7 XI will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Credit Agreement Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrower under this Article 7XI, notify the Credit Parties Borrower in writing of the commencement thereof. The omission failure of any Credit Agreement Indemnified Party so to notify the Credit Parties Borrower of any such action shall not relieve the Credit Parties Borrower from any liability which they it may have to such Credit Agreement Indemnified Party unless, and only to the extent that, such omission failure results in the Borrower's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding Claim shall be brought against any Credit Agreement Indemnified Party and it shall notify the Credit Parties Borrower of the commencement thereof, the Credit Parties Borrower shall be entitled to assume the defense thereof at their own expense, with counsel reasonably satisfactory to such Indemnified Party in its reasonable judgmentthe Majority Holders; provided, howeverhowever , that, if the that any Credit Parties have assumed the defense of any such action, claim or other proceeding, any Agreement Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding Claim in which the Credit PartiesBorrower, on the one hand, and an Credit Agreement Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Credit Agreement Indemnified Party shall have the right to employ separate counsel at the Borrower's expense of the Credit Parties and to control its own defense of such action, claim or proceeding Claim if, in the reasonable opinion of counsel to such Credit Agreement Indemnified Party, a conflict or potential conflict exists between the Credit PartiesBorrower, on the one hand, and such Credit Agreement Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Borrower agrees that it will not, without the prior written consent of the LendersCredit Agreement Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding Claim relating to the matters contemplated hereby (if any Credit Agreement Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Lender, and each other Credit Agreement Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Borrower shall not be liable for any settlement of any claim, action or proceeding effected instituted against an a Credit Agreement Indemnified Party without their its written consent, which consent shall not be unreasonably withheldwithheld or delayed. The rights accorded to the Credit Agreement Indemnified Parties hereunder shall be in addition to any rights that any Credit Agreement Indemnified Party may have at common law, in equity, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in materially and adversely affects the forfeiture of Company's substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersBV Funds, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties under this Article 7, notify the Credit Parties in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties of any such action shall not relieve the Credit Parties from any liability which they may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit Parties. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties of the commencement thereof, the Credit Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Parties, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party agrees that it will not, without the prior written consent of the Lenders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.. 7.03

Procedure; Notification. Each Indemnified Party under this Article 7 Section 9 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Loan Parties under this Article 7Section 9, notify the Credit Loan Parties in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Loan Parties of any such action shall not relieve the Credit Loan Parties from any liability which they may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit Loan Parties. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Loan Parties of the commencement thereof, the Credit Loan Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Loan Parties have assumed the defense of any such action, claim or other proceeding, any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Loan Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Credit Loan Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Loan Parties, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Loan Parties be required to pay fees and expenses under this Article 7 Section 9 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Loan Party agrees that it will not, without the prior written consent of the Lenders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Loan Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 12 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company and its Subsidiaries under this Article 712, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company or any of its Subsidiaries from any liability which they it may have to such Indemnified Party unless, and only to the extent that, unless 42 such omission results in substantially and irrevocably impairs the forfeiture Company’s or any of substantive rights its Subsidiaries’ ability to defend the action, claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany or any of its Subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company’s or such Subsidiary’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany or any of its Subsidiaries, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party of the Company and its Subsidiaries agrees that it will not, without the prior written consent of the LendersRequired Holders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless (i) such settlement, compromise or consent includes an unconditional release of the Lenders Collateral Agent and the Holders and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of proceeding (ii) the Company has provided reasonable prior notice thereof and (iii) t the Required Holders have provided its Subsidiaries shall be liable for any settlement of any claimprior written consent to such settlement, action compromise or proceeding effected against an Indemnified Party without their written consent, which consent shall will not be unreasonably withheldwithheld or delayed. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 11 will, promptly after the receipt of written notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 711, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit PartiesCompany's being materially prejudiced thereby. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at its or their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany or any of its Subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany or such Subsidiary, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 11 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersHolders, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders and each other such Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 11 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Borrower under this Article 711, notify the Credit Parties Borrower in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Borrower of any such action shall not relieve the Credit Parties Borrower from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in substantially and irrevocably impairs the forfeiture of substantive rights Borrower’s ability to defend the action, claim or defenses of the Credit Partiesother proceeding. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Borrower of the commencement thereof, the Credit Parties Borrower shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesBorrower, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Borrower’ expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit Partiesany Loan Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Borrower be required to pay fees and expenses under this Article 7 11 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Borrower agrees that it will not, without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action proceeding or proceeding effected against an the Purchaser or other such named Indemnified Party without their written consent, which consent shall not be unreasonably withheldconsents thereto. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 8 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from Holdings or the Credit Parties Borrower under this Article 78, notify Holdings and the Credit Parties Borrower in writing of the commencement thereof. The omission of any Indemnified Party so to notify Holdings and the Credit Parties Borrower of any such action shall not relieve Holdings or the Credit Parties Borrower from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in Holdings' or the Borrower's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify Holdings and the Credit Parties Borrower of the commencement thereof, Holdings and/or the Credit Parties Borrower shall be entitled to assume the defense thereof at its or their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which Holdings, the Credit PartiesBorrower or any of its Subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at Holdings' and/or the Borrower's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between Holdings, the Credit PartiesBorrower or any of its Subsidiaries, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall either Holdings or the Credit Parties Borrower be required to pay fees and expenses under this Article 7 8 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party Holdings and the Borrower each agrees that it will not, without the prior written consent of the LendersPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party Holdings nor any of its Subsidiaries the Borrower shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this ----------------------- Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party Party, and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party Party, in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of that any such action, claim or other proceeding, any -------- ------- Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit PartiesCompany, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties Company -------- ------- be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersPurchaser, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchaser and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 Section 9 will, promptly after the receipt of written notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7Section, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party to so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they that it may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses of the Credit PartiesCompany being materially prejudiced thereby. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company’s expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that in no event shall the Credit Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the Lendersholders of the Notes, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent (a) does not require the Indemnified Party to pay any amount or take, or refrain from taking, any action and (b) includes an unconditional release of the Lenders and each other such Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

Procedure; Notification. Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Credit Parties Company under this Article 7, notify the Credit Parties Company in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Credit Parties Company of any such action shall not relieve the Credit Parties Company from any liability which they it may have to such Indemnified Party unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses of the Credit Partiesdefenses. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Credit Parties Company of the commencement thereof, the Credit Parties Company shall be entitled to assume the defense thereof at their its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; providedPROVIDED, howeverHOWEVER, that, if the Credit Parties have assumed the defense of any such action, claim or other proceeding, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Credit Parties, on the one hand, Company and an Indemnified Party, on the other hand, isParty are, or is are reasonably likely to become, a partyparties, such Indemnified Party shall have the right to employ separate counsel at the Company's expense of the Credit Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Credit PartiesCompany, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; providedPROVIDED, howeverHOWEVER, that in no event shall the Credit Parties Company be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Credit Party The Company agrees that it will not, without the prior written consent of the LendersPurchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Lenders Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Credit Party nor any of its Subsidiaries The Company shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their its written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.