Towards the amount your endeavors to defend, indemnify, spend and you can keep harmless established in this


Towards the amount your endeavors to defend, indemnify, spend and you can keep harmless established in this

Parts 2

(a) In addition to the payment of expenses pursuant to Point nine.2 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 Part 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 Part 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. Section 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 Part 2.19(e) and 8.5.

(b) On the quantity permitted by relevant legislation, Team should maybe not assert, and you will Business hereby waives, any allege up against people Impacted Class otherwise Lender and their particular Associates, directors, teams, lawyer otherwise agents, towards any concept away from responsibility, for unique, secondary, consequential otherwise punitive injuries (as opposed to direct or genuine damages) (if the allege therefor is based on deal, tort or obligation imposed by the people applicable legal criteria) developing of, concerning, down to, or even in in any manner linked to, it Arrangement otherwise one Credit File otherwise any agreement otherwise means considered hereby otherwise and therefore or known herein otherwise therein, the latest transactions considered hereby or and therefore, any Loan and/or utilization of the proceeds thereof or people operate or omission or enjoy occurring into the partnership therewith, and you will Organization hereby waives, releases and you may agrees not to mature up on such allege or these damages, no matter if accrued and you will even in the event understood or guessed to exist with its favor.

Without having any created agree of each and every Financial (apart from a Defaulting Bank) that will be affected thereby, zero amendment, modification, cancellation, or consent should be energetic if for example the feeling thereof create:

(a) Needed Lenders' Concur. Subject to Parts 9.4(b) and nine.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 Part dos.8) or any fee payable hereunder;

(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Area 2.12, Area 2.thirteen or Section 2.fourteen or any provision of this Area nine.4(b) or Point 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;