With the the total amount that endeavors to defend, indemnify, shell out and you can hold harmless set forth within

Sections dos

(a) In addition to the payment of expenses pursuant to Section nine.2 and the indemnification offered 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 Point 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 Point 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 payday loans PA Titusville Pennsylvania 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 2.19(e) and 8.5.

(b) Into extent permitted of the relevant laws, Company will perhaps not insist, and you may Business hereby waives, any claim facing one Inspired Team otherwise Financial as well as their particular Associates, directors, personnel, lawyer otherwise agents, to your one principle of responsibility, to possess special, indirect, consequential or punitive problems (as opposed to head otherwise genuine problems) (whether or not the allege therefor lies in offer, tort otherwise obligation imposed by the any relevant legal requirements) arising out of, concerning, right down to, or even in any way about, it Agreement or one Borrowing from the bank File or one contract otherwise instrument contemplated hereby otherwise thereby or known herein otherwise therein, brand new deals considered hereby or and thus, one Financing and/or use of the proceeds thereof or one act or omission or experience taking place during the relationship therewith, and you can Company hereby waives, launches and you may believes not to person abreast of such allege or these injuries, in the event accumulated and although recognized or thought to exist in its prefer.

Without having any written concur of any Lender (other than an effective Defaulting Financial) that might be affected and thus, no amendment, modification, cancellation, otherwise agree is effective should your impact thereof do:

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

(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Part dos.several, Point dos.thirteen or Part 2.14 or any provision of this Point 9.4(b) or Point 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;