(a) In addition to the payment of expenses pursuant to Section 9.dos and the indemnification given 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 Area 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 Area 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. Part nine.step 3 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 Part dos.19(e) and 8.5.
(b) On extent allowed of the relevant rules, Company shall perhaps not demand, and you will Team hereby waives, one claim against one Influenced Class otherwise Financial in addition to their particular Affiliates, directors, team, lawyer or representatives, towards the people principle best online payday loans Michigan off responsibility, to possess unique, secondary, consequential or punitive damage (instead of head or real problems) (whether the claim therefor is founded on offer, tort or obligation imposed by people applicable judge requirement) occurring off, regarding the, down seriously to, or even in in any manner linked to, it Contract or any Credit Document or one contract otherwise software contemplated hereby otherwise and thus or referred to herein otherwise therein, the newest deals contemplated hereby otherwise and thus, any Mortgage and/or utilization of the continues thereof or any work otherwise omission otherwise experiences going on when you look at the commitment therewith, and you will Company hereby waives, releases and you may believes not to xxx on these claim otherwise these problems, regardless of if accrued and you may though recognized or thought to thrive in its choose.
Without any authored agree of each Bank (except that an effective Defaulting Bank) that might be influenced and thus, zero modification, amendment, cancellation, otherwise concur is going to be active in the event your impact thereof would:
(a) Called for Lenders’ Consent. Subject to Areas 9.4(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 Part dos.12, Section dos.thirteen or Point dos.fourteen or any provision of this Part nine.4(b) or Section nine.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;