(a) In addition to the payment of expenses pursuant to Area 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 Part 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 Section 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 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 Area dos.19(e) and 8.5.
(b) Toward the quantity permitted of the relevant rules, Company shall maybe not believe, and you may Company hereby waives, any claim against people Affected Party or Financial as well as their respective Associates, administrators, professionals, lawyer otherwise representatives, on the people principle of accountability, getting unique, secondary, consequential or punitive damages (as opposed to lead or real problems) (whether or not the claim therefor is founded on offer, tort or responsibility enforced of the one appropriate judge needs) developing off, about the, down to, or even in in any manner related to, which Contract or one Borrowing from the bank File or people arrangement or device considered hereby otherwise and so otherwise labeled herein or therein, the newest transactions considered hereby otherwise thereby, one Financing and/or utilization of the proceeds thereof or one act or omission or experience taking place into the partnership therewith, and you will Organization hereby waives, releases and you will agrees to not ever grown upon these claim otherwise these injuries, regardless of if accumulated and you may in the event recognized otherwise guessed in order to survive in like.
Without the written consent of each and every Bank (other than good Defaulting Lender) that would be impacted and therefore, no modification, amendment, termination, or concur is going to be energetic whether your impact thereof would:
(a) Required Lenders’ Consent. Subject to https://paydayloanscalifornia.org/cities/stockton/ Sections 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 2.8) or any fee payable hereunder;
(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Part 2.twelve, Point dos.13 or Area 2.fourteen or any provision of this Area 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;