Action, Suit. The Servicer is not in violation of any order of any Governmental Authority that would, individually or in the aggregate with all such other violations, reasonably be expected to have a Material Adverse Effect. There are no actions, suits, litigation or proceedings pending or, to its knowledge, threatened in writing against or affecting it or any of its Affiliates or their respective properties, in or before any Governmental Authority, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Suit. With the exception of any of the claims, complaints or communications described in paragraphs 2(d) and 2(e), you represent and warrant that you have not previously filed, and, to the maximum extent permitted by law, agree that you will not file a complaint, charge or lawsuit against any of the Company Parties for any of the claims released herein.

Suit by BCM. If LICENSEE does not take action in the prosecution, prevention, or termination of any Infringement pursuant to clause 9.3(a)(i) above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within one-hundred and eighty days after the Parties being made aware of the existence of an Infringement, BCM may elect to do so. Should BCM elect to bring suit against an infringer and LICENSEE is joined as party plaintiff in any such suit, LICENSEE shall have the right to approve the counsel selected by BCM to represent BCM and LICENSEE, such approval not to be unreasonably withheld. The expenses of such suit or suits that BCM elects to bring, including any expenses of LICENSEE incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by BCM and BCM shall hold LICENSEE free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. BCM shall not compromise or settle such litigation without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld or delayed. In the event BCM exercises its right to sue pursuant to this clause 9.3 (a)(ii), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then LICENSEE shall receive an amount equal to ten percent (10%) of such funds and the remaining ninety percent (90%) of such funds shall be retained by BCM.

Suit by BCM. If LICENSEE does not take action in the prosecution, prevention, or termination of any Infringement pursuant to clause 9.3(a)(i) above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within one-hundred and eighty days after the Parties being made aware of the existence of an Infringement, BCM may elect to do so. Should BCM elect to bring suit against an infringer and LICENSEE is joined as party plaintiff in any such suit, LICENSEE shall have the right to approve the counsel selected by BCM to represent BCM and LICENSEE, such approval not to be unreasonably withheld. The expenses of such suit or suits that BCM elects to bring, including any expenses of LICENSEE incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by BCM and BCM shall hold LICENSEE free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. BCM shall not compromise or settle such litigation without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld or delayed. In the event BCM exercises its right to sue pursuant to this clause 9.3 (a)(ii), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then LICENSEE shall receive an amount equal to ten percent (10%) of such funds and the remaining ninety percent (90%) of such funds shall be retained by BCM.

Action, Suit. The Seller is not in violation of any order of any Governmental Authority that would, individually or in the aggregate with all such other violations, reasonably be expected to have a Material Adverse Effect. There are no actions, suits, litigation or proceedings pending or, to its knowledge, threatened in writing against or affecting it or any of its Affiliates or their respective properties, in or before any Governmental Authority, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Consent to Suit. In the case of any dispute under or in connection with this Agreement, the Indemnitee may only bring suit against the Corporation in the Court of Chancery of the State of Delaware. The Indemnitee hereby consents to the exclusive jurisdiction and venue of the courts of the State of Delaware, and the Indemnitee hereby waives any claim the Indemnitee may have at any time as to forum non conveniens with respect to such venue. The Corporation shall have the right to institute any legal action arising out of or relating to this Agreement in any court of competent jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

Action. The Parent Guarantor has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations hereunder; the execution, delivery and performance by the Parent Guarantor of this Guaranty has been duly authorized by all necessary corporate or other action on its part and this Guaranty has been duly and validly executed and delivered by the Parent Guarantor and constitutes a legal, valid and binding obligation of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights and by general principles of equity.

Suit by LICENSEE. LICENSEE shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before LICENSEE commences an action with respect to any Infringement, LICENSEE shall consider in good faith the views of BCM and potential effects on the public interest in making its decision whether to sue. Should LICENSEE elect to bring suit against an infringer, LICENSEE shall keep BCM reasonably informed of the progress of the action and shall give BCM a reasonable opportunity in advance to consult with LICENSEE and offer its views about major decisions affecting the litigation. LICENSEE shall give careful consideration to those views, but shall have the right to control the action. Should LICENSEE elect to bring suit against an infringer and BCM is joined as party plaintiff in any such suit, BCM shall have the right to approve the counsel selected by LICENSEE to represent LICENSEE and BCM, such approval not to be unreasonably withheld. The expenses of such suit or suits that LICENSEE elects to bring, including any expenses of BCM incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by LICENSEE and LICENSEE shall hold BCM free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. LICENSEE shall not compromise or settle such litigation without the prior written consent of BCM, which consent shall not be unreasonably withheld or delayed. In the event LICENSEE exercises its right to sue pursuant to this clause 9.3(a)(i), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then BCM shall receive an amount equal to ten percent (10%) of such funds and the remaining ninety percent (90%) of such funds shall be retained by LICENSEE.

Action. Each Seller Party and Guarantor has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the Facility Documents, as applicable; the execution, delivery and performance by Seller Parties and Guarantor of each of the Facility Documents have been duly authorized by all necessary corporate or other action on its part; and each Facility Document has been duly and validly executed and delivered by Seller Parties and Guarantor, as applicable, and constitutes a legal, valid and binding obligation of Seller Parties and Guarantor enforceable against Seller Parties and Guarantor in accordance with its terms.

Suit by LICENSEE. LICENSEE shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before LICENSEE commences an action with respect to any Infringement, LICENSEE shall consider in good faith the views of BCM and potential effects on the public interest in making its decision whether to sue. Should LICENSEE elect to bring suit against an infringer, LICENSEE shall keep BCM reasonably informed of the progress of the action and shall give BCM a reasonable opportunity in advance to consult with LICENSEE and offer its views about major decisions affecting the litigation. LICENSEE shall give careful consideration to those views, but shall have the right to control the action. Should LICENSEE elect to bring suit against an infringer and BCM is joined as party plaintiff in any such suit, BCM shall have the right to approve the counsel selected by LICENSEE to represent LICENSEE and BCM, such approval not to be unreasonably withheld. The expenses of such suit or suits that LICENSEE elects to bring, including any expenses of BCM incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by LICENSEE and LICENSEE shall hold BCM free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. LICENSEE shall not compromise or settle such litigation without the prior written consent of BCM, which consent shall not be unreasonably withheld or delayed. In the event LICENSEE exercises its right to sue pursuant to this clause 9.3(a)(i), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then BCM shall receive an amount equal to ten percent (10%) of such funds and the remaining ninety percent (90%) of such funds shall be retained by LICENSEE.