Areas dos
(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 Section dos.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. Part 9.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) Towards extent let because of the appropriate law, Team should maybe not assert, and you may Team hereby waives, any allege against any Affected Team or Lender and their particular Associates, administrators, teams, attorneys or representatives, towards people principle of accountability, to possess unique, indirect, consequential or punitive damages (instead of lead otherwise actual damage) (perhaps the allege therefor will be based upon price, tort or obligation enforced by the one applicable court criteria) occurring out-of, concerning, as a result of, or in in any manner about, it Contract otherwise one Credit File otherwise any agreement otherwise appliance considered hereby otherwise and so or referred to herein or therein, the new transactions contemplated hereby or thereby, any Loan or the utilization of the proceeds thereof or one work or omission or skills happening for the connection therewith, and you can Company hereby waives, releases and you may agrees not to person abreast of such allege otherwise such injuries, regardless of if accumulated and you can no matter if identified or thought to exist in its like.
Without any created agree each and every Financial (aside from good Defaulting Bank) that could be impacted thereby, zero modification, amendment, termination, otherwise concur are going to be active if for example the impression thereof would:
(a) Requisite 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 Area dos.8) or any fee payable hereunder;
(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Part 2.several, Section 2.thirteen or Section dos.14 or any provision of this Part nine.4(b) or Part 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 https://paydayloansgeorgia.net/cities/atlanta/ 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;