Number payable by Borrower beneath the indemnity set forth within this Section dos
(b) In addition, Borrower hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Loan Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Loan Document (collectively, Other Taxation).
(c) Debtor hereby agrees to indemnify Financial to possess, in order to wait harmless facing, an entire amount of Non-Excluded Fees or any other Taxation, plus the full amount of Taxation of any sort imposed of the one legislation with the quantity payable from the Borrower not as much as so it Area 2.eleven enforced toward or repaid of the instance Lender and you may one responsibility (and charges, improvements so you’re able to tax, attention and costs) arising therefrom otherwise in accordance thereto. The latest indemnity from the Borrower sent to inside Part 2.eleven will use and get produced perhaps the Non-Omitted Taxation or other Taxes whereby indemnification hereunder is actually sought were precisely otherwise legitimately asserted. 11(c) is going to be paid back within 10 (10) days regarding day about what Bank renders created consult therefor.
Up on acceptance in writing because of the Bank of such additional Participation Agreement because qualified, and you will submitting regarding good UCC-3 modification adding the fresh Involvement Arrangement
(d) Instead bias for the success of every almost every other arrangement of the Debtor hereunder, new plans and you will obligations money loans in Elba of your Borrower within Point 2.11 shall survive the conclusion which Contract and the most other Loan Records. Absolutely nothing contained in Point dos.ten or which Part 2.11 will require any Financial to make available any one of its tax returns and other recommendations so it deems becoming private or exclusive.
Section 2.12 Indemnity. Without limiting, and in addition to, the provisions of Section , the Borrower agrees to indemnify the Lender and to hold the Lender harmless from any loss or expense that the Lender may sustain or incur as a consequence of (i) a default by the Borrower in payment when due of the principal amount of or interest on the Loan or (ii) a default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with Section 2.03.
Every finance acquired because of the newest Participation Permits are placed about relevant Dedicated Membership. Up on the fresh new Cancellation Go out while the commission of all the number due because of the Borrower hereunder, a cost comparable to the amount into the deposit regarding the Faithful Membership due to new Involvement Licenses would be remitted of the Lender to Borrower.
Section 2.15 Most Contribution Arrangements. Plan 2 hereto, Borrower shall deliver a written request for approval of such Participation Agreement to Lender for Lender’s approval, which may be withheld in Lender’s sole discretion. Agenda 2 shall be automatically updated to include each additional Participation Agreement identified thereon.
(a) When it comes to one Repledge Equity which is pledged because of the Debtor hereunder, Borrower possess very first bound like Repledge Security according to the Shelter Agreement.
(b) Debtor and Bank for every hereby believes and you can acknowledges one the liberties hereunder are located in all of the areas susceptible to and you may under in order to (i) CSFB’s rights underneath the CSFB Loan Arrangement and you may Shelter Agreement and you will (ii) CSFB’s coverage interest in this new Repledge Collateral and you can liberties underneath the Safeguards Arrangement.
Section 3.01 Borrower Lives. Borrower has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.