MAY BE SOUGHT (THE "INDEMNIFYING
PERSONS") IN WRITING, AND THE INDEMNIFYING PERSONS, UPON REQUEST OF THE
INDEMNIFIED PERSON, SHALL RETAIN COUNSEL REASONABLY SATISFACTORY TO THE
INDEMNIFIED PERSON TO REPRESENT THE INDEMNIFIED PERSON AND ANY OTHERS ENTITLED
TO INDEMNIFICATION PURSUANT TO THIS SECTION 7 THAT THE INDEMNIFYING PERSON MAY
REASONABLY DESIGNATE IN SUCH PROCEEDING AND SHALL PAY THE REASONABLE FEES AND
EXPENSES ACTUALLY INCURRED BY SUCH COUNSEL RELATED TO SUCH PROCEEDING; PROVIDED,
HOWEVER, THAT THE FAILURE TO SO NOTIFY THE INDEMNIFYING PERSONS WILL NOT RELIEVE
IT FROM ANY LIABILITY UNDER PARAGRAPH (A) OR (B) ABOVE UNLESS AND TO THE EXTENT
SUCH FAILURE RESULTS IN THE FORFEITURE BY THE INDEMNIFYING PERSON OF SUBSTANTIAL
RIGHTS AND DEFENSES AND THE INDEMNIFYING PERSON WAS NOT OTHERWISE AWARE OF SUCH
ACTION OR CLAIM.
IN ANY SUCH PROCEEDING, ANY INDEMNIFIED PERSON SHALL HAVE THE
RIGHT TO RETAIN
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ITS OWN COUNSEL, BUT THE FEES AND EXPENSES OF SUCH COUNSEL SHALL BE AT THE
EXPENSE OF SUCH INDEMNIFIED PERSON UNLESS (I) THE INDEMNIFYING PERSONS AND THE
INDEMNIFIED PERSON SHALL HAVE MUTUALLY AGREED TO THE CONTRARY IN WRITING,
(II) THE INDEMNIFYING PERSONS SHALL HAVE FAILED WITHIN A REASONABLE PERIOD OF
TIME TO RETAIN COUNSEL REASONABLY SATISFACTORY TO THE INDEMNIFIED PERSON OR
(III) THE NAMED PARTIES IN ANY SUCH PROCEEDING (INCLUDING ANY IMPLEADED PARTIES)
INCLUDE BOTH ANY INDEMNIFYING PERSON AND THE INDEMNIFIED PERSON AND
REPRESENTATION OF BOTH PARTIES BY THE SAME COUNSEL WOULD BE INAPPROPRIATE DUE TO
ACTUAL OR POTENTIAL DIFFERING INTERESTS BETWEEN THEM.
IT IS UNDERSTOOD THAT THE
INDEMNIFYING PERSONS SHALL NOT, IN CONNECTION WITH SUCH PROCEEDING OR SEPARATE
BUT SUBSTANTIALLY SIMILAR RELATED PROCEEDING IN THE SAME JURISDICTION ARISING
OUT OF THE SAME GENERAL ALLEGATIONS, BE LIABLE FOR THE FEES AND EXPENSES OF MORE
THAN ONE SEPARATE FIRM (IN ADDITION TO ANY LOCAL COUNSEL) FOR ALL INDEMNIFIED
PERSONS, AND THAT ALL SUCH FEES AND EXPENSES SHALL BE REIMBURSED PROMPTLY AS
THEY ARE INCURRED.
ANY SUCH SEPARATE FIRM FOR THE PARTICIPANTS AND SUCH CONTROL
PERSONS OF PARTICIPANTS SHALL BE DESIGNATED IN WRITING BY PARTICIPANTS WHO SOLD
A MAJORITY IN INTEREST OF REGISTRABLE NOTES AND EXCHANGE NOTES SOLD BY ALL SUCH
PARTICIPANTS AND SHALL BE REASONABLY ACCEPTABLE TO THE ISSUERS, AND ANY SUCH
SEPARATE FIRM FOR THE ISSUERS, THEIR AFFILIATES, OFFICERS, DIRECTORS,
REPRESENTATIVES, EMPLOYEES AND AGENTS AND SUCH CONTROL PERSONS OF SUCH ISSUER
SHALL BE DESIGNATED IN WRITING BY SUCH ISSUER AND SHALL BE REASONABLY ACCEPTABLE
TO THE HOLDERS.
The Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its prior written consent (which consent shall not be
unreasonably withheld or delayed), but if settled with such consent or if there
be a final non-appealable judgment for the plaintiff for which the Indemnified
Person is entitled to indemnification pursuant to this Agreement, each
Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment.
No Indemnifying Person shall, without the prior written consent of
the Indemnified Person (which consent shall not