Towards the the quantity that undertakings to guard, indemnify, shell out and you may hold harmless established contained in this

Areas dos

(a) In addition to the payment of expenses pursuant to Part 9.dos and the indemnification considering 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 2.16(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 9.3 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 Point dos.19(e) and 8.5.

(b) To the the quantity permitted of the appropriate laws, Providers should maybe not assert, and you may Company hereby waives, one claim facing people Affected Class or Lender and their respective Associates, directors, employees, attorney otherwise agencies, to the people theory regarding accountability, to possess unique, indirect, consequential or punitive problems (in place of lead or real problems) (whether or not the claim therefor will be based upon bargain, tort otherwise obligations enforced because of the any relevant court requirements) occurring off, regarding the, down seriously to, or even in any way regarding, which Agreement or people Borrowing from the bank Document or one arrangement otherwise tool contemplated hereby or thereby otherwise labeled here or therein, the new deals considered hereby otherwise and therefore, people Loan or the use of the continues thereof otherwise one operate otherwise omission otherwise experience taking place during the union therewith, and Providers hereby waives, launches and you may believes to not ever person abreast of such claim or any such injuries, regardless if accumulated and you may although identified or thought to exist within its favor.

Without the written consent of each Bank (other than a great Defaulting Bank) that might be influenced and therefore, zero amendment, modification, cancellation, otherwise consent will be energetic in the event the impression thereof do:

(a) Requisite Lenders’ Concur. 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 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.a dozen, Section 2.thirteen or Part dos.14 or any provision of this Area 9.4(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;