On extent the undertakings to protect, indemnify, spend and hold harmless set forth contained in this

Parts 2

(a) In addition to the payment of expenses pursuant to Section nine.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 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. Part 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 to the indemnification provided pursuant to Point dos.19(e) and 8.5.

(b) Into the quantity let of the appropriate legislation, Providers should maybe not payday loans in Costa Mesa CA demand, and you may Business hereby waives, one claim against people Affected Class or Financial in addition to their respective Associates, directors, team, lawyer otherwise agents, toward one theory out-of accountability, to have unique, indirect, consequential or punitive problems (rather than head otherwise genuine damage) (perhaps the claim therefor is dependant on bargain, tort or duty enforced of the one applicable court requisite) developing off, about the, down seriously to, or in in any manner linked to, that it Arrangement otherwise any Borrowing File or any arrangement or software considered hereby otherwise and so otherwise labeled here otherwise therein, the fresh transactions considered hereby or and so, one Financing or perhaps the use of the proceeds thereof otherwise one operate otherwise omission otherwise knowledge taking place within the relationship therewith, and you can Company hereby waives, launches and you will believes to not ever sex on any such allege or any such problems, even in the event accumulated and though identified otherwise thought to thrive within its like.

Without the composed concur of each and every Bank (aside from a good Defaulting Bank) that will be inspired thereby, no modification, amendment, termination, otherwise consent are productive in the event your feeling thereof create:

(a) Needed Lenders’ Agree. 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 Section 2.8) or any fee payable hereunder;

(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Point dos.12, Area 2.thirteen or Point dos.14 or any provision of this Part nine.4(b) or Area 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;