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Parts 2

(a) In addition to the payment of expenses pursuant to Part 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 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. 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 Auburn payday loans cash advance to the indemnification provided pursuant to Point dos.19(e) and 8.5.

(b) Toward extent permitted of the applicable law, Providers will perhaps not believe, and you will Business hereby waives, people allege facing any Impacted Group otherwise Financial and their respective Affiliates, administrators, professionals, attorney otherwise agents, on the any principle from responsibility, to have special, indirect, consequential or punitive damage (instead of lead otherwise real damages) (if the claim therefor is based on price, tort otherwise obligation implemented because of the people appropriate court requirements) occurring regarding, in connection with, down to, or in any way about, it Agreement otherwise one Borrowing from the bank Document or one agreement otherwise means considered hereby otherwise and thus or regarded herein otherwise therein, the newest deals considered hereby or and thus, one Mortgage or even the utilization of the proceeds thereof or any act or omission otherwise experience taking place from inside the partnership therewith, and you will Company hereby waives, releases and you may agrees not to ever sex upon any such allege otherwise these damages, even in the event accrued and although recognized otherwise guessed in order to survive in choose.