(a) In addition to the payment of expenses pursuant to Section nine.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 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 Area 2.16(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 9.3 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 Part dos.19(e) and 8.5.
(b) On the quantity let by cash advance loan Alabama the relevant laws, Providers will not assert, and Company hereby waives, any allege up against any Affected Class otherwise Financial as well as their particular Affiliates, directors, personnel, lawyer otherwise agencies, to the any theory away from responsibility, having special, indirect, consequential otherwise punitive injuries (rather than lead otherwise genuine problems) (if the allege therefor is based on deal, tort or duty imposed by one appropriate judge demands) arising out-of, concerning the, as a result of, or even in any way linked to, it Contract or any Credit Document or people arrangement otherwise software considered hereby or and thus otherwise labeled here or therein, the latest deals contemplated hereby otherwise and so, people Mortgage or the use of the proceeds thereof or any act or omission or knowledge occurring from inside the connection therewith, and Organization hereby waives, launches and believes not to ever xxx through to any such allege otherwise such damages, although accrued and you will although recognized otherwise guessed to exist in its choose.
Without the written agree of any Financial (other than a Defaulting Financial) that could be impacted and so, no modification, amendment, termination, otherwise agree would be active in case your effect thereof carry out:
(a) Necessary Lenders’ Agree. Subject to Sections nine.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 Part dos.8) or any fee payable hereunder;
(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Point 2.several, Part 2.thirteen or Point dos.fourteen or any provision of this Section nine.4(b) or Point nine.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;