Areas dos
(a) In addition to the payment of expenses pursuant to Section nine.2 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 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 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 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 Point dos.19(e) and 8.5.
(b) Into the the quantity enabled because of the applicable law, Organization should maybe not insist, and you can Team hereby waives, people claim facing any Impacted People or Bank as well as their particular Affiliates, directors, staff, lawyer otherwise representatives, on any theory regarding responsibility, to own unique, secondary, consequential otherwise punitive damages (in lieu of lead otherwise actual damages) (whether or not the allege therefor is dependent on package, tort or obligations implemented from the any applicable legal demands) occurring away from, concerning, down to, or perhaps in in whatever way pertaining to, that it Arrangement or any Credit File or any contract otherwise means contemplated hereby or and so or described here otherwise therein, the new purchases considered hereby or thereby, any Mortgage or even the use of the continues thereof otherwise people operate or omission otherwise feel occurring into the partnership therewith, and Organization hereby waives, launches and you can agrees to not ever grown through to these claim or such injuries, even though accumulated and you will even if understood otherwise suspected to thrive with its favor.
Without any created concur of every Financial (apart from an excellent Defaulting Financial) that would be affected and thus, zero amendment, modification, cancellation, or consent might be effective in case the impact thereof do:
(a) Expected Lenders’ Concur. Subject to Areas 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 Point dos.8) or any fee payable hereunder;
(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Area dos.several, Section 2.13 or Part dos.fourteen or any provision of this Part 9.4(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 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;
