Areas 2

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

(b) Toward the amount enabled by applicable laws, Team should not demand, and Providers hereby waives, people claim against any Affected Cluster or Financial and their particular Affiliates, directors, teams, attorneys otherwise agencies, on any concept out of responsibility, to possess unique, secondary, consequential otherwise punitive injuries (unlike head otherwise genuine injuries) (whether or not the claim therefor will be based upon bargain, tort or responsibility enforced because of the any relevant court requirements) arising out-of, concerning the, down to, or in any way linked Massachusetts title loan laws to, this Arrangement or people Borrowing File or people contract otherwise device considered hereby or and therefore otherwise described here or therein, this new purchases contemplated hereby or and therefore, one Mortgage or even the use of the continues thereof otherwise one operate or omission or feel happening inside the relationship therewith, and you may Business hereby waives, launches and agrees not to ever grown up on such allege otherwise any such damage, regardless if accrued and you may even in the event recognized otherwise guessed to exist within the choose.

Without having any authored concur of each Financial (except that good Defaulting Financial) that might be affected and therefore, no modification, modification, termination, otherwise consent is effective in case your effect thereof manage:

(a) Expected Lenders’ Consent. Subject to Parts nine.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 2.8) or any fee payable hereunder;

(vi) (x) amend the definition of “Borrowing Base” or (y) amend, modify, terminate or waive Area dos.several, Area 2.13 or Section dos.14 or any provision of this Part 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;