For the extent that undertakings to defend, indemnify, pay and hold innocuous established in this

For the extent that undertakings to defend, indemnify, pay and hold innocuous established in this

Areas dos

(a) In addition to the payment of expenses pursuant to Section 9.dos and the indemnification provided pursuant to 19(e) and 8.5, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Lender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents and persons identified in the last sentence of Point 2.4(b) hereof (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory, or sole negligence of such INDEMNITEE excluding any amounts in respect of claims for taxes not otherwise payable by Company under Point dos.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. Area nine.step three may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Indemnification of an Affected Party is subject to and not in addition to the indemnification provided pursuant to Point 2.19(e) and 8.5.

(b) Towards extent enabled because of the relevant rules, Company should maybe not assert, and Team hereby waives, any claim up against one Affected People or Bank in addition to their respective Associates, directors, teams, attorney or representatives, with the people theory from accountability, for unique, indirect, consequential or punitive injuries (instead of head otherwise real damage) (whether or not the allege therefor is dependent on package, tort or obligations enforced by one applicable legal needs) developing from, in connection with, as a result of, or in in whatever way associated with, it Agreement or people Credit File or people contract otherwise instrument considered hereby or and therefore otherwise regarded here otherwise therein, new deals contemplated hereby or and thus, people Loan or even the utilization of the proceeds thereof otherwise any act otherwise omission otherwise knowledge going on inside the connection therewith, and you may Company hereby waives, launches and you can believes to not adult upon any such allege otherwise these damage, regardless of if accumulated and you may in the event recognized or thought to exist within its like.

Without any written concur of each Lender (besides a good Defaulting Bank) that might be affected and therefore, no modification, amendment, termination, or concur will likely be effective in case the perception thereof do:

(a) Expected Lenders’ Consent. Subject to Areas nine.4(b) and 9.4(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by Company or Seller therefrom, shall in any event be effective without the written concurrence of Company, Administrative Agent and the Requisite Lenders.

(iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section dos.8) or any fee payable hereunder;

(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Point dos.several, Section 2.13 or Point dos.fourteen or any provision of this Part nine.4(b) or Section 9.4(c);

(vii) amend the definition of “Requisite Lenders” “Exposure,” “Pro Rata Share,” “Advance Rate,” “Availability,” or any definition used therein; provided, with the consent of Administrative Agent, Company and the Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Commitments and the Loans are included on the Closing Date;