Wide variety payable because of the Debtor underneath the indemnity set forth in this Point 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 Fees).
(c) Debtor hereby agrees so you can indemnify Bank to own, also to wait harmless against, an entire amount of Low-Omitted Taxation or any other Taxation, additionally the complete number of Taxes of any sort enforced by one jurisdiction into number payable by the Borrower under it Part dos.11 implemented to your otherwise paid down by particularly Bank and you can one accountability (including penalties, enhancements so you can income tax, interest and you will expenditures) developing therefrom or with respect thereto. The brand new indemnity from the Debtor provided for contained in this Area dos.eleven will implement and stay produced whether the Non-Excluded Fees and other Taxes which indemnification hereunder was looked for was precisely otherwise legally asserted. 11(c) would be paid off within this ten (10) weeks on the date about what Lender renders authored demand therefor.
Up on recognition in writing of the Bank of these extra Involvement Contract given that click this link now qualified, and you will processing away from a good UCC-step three amendment including new Contribution Arrangement
(d) In place of bias into the emergency of every other arrangement of one’s Borrower hereunder, the fresh plans and you will loans of your own Borrower contained in this Section dos.11 should survive the end of that it Agreement together with other Mortgage Records. Absolutely nothing within Section 2.ten or which Point 2.11 will need people Financial to make available some of the tax returns and other recommendations this deems are confidential or proprietary.
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 gotten because of the fresh Involvement Licenses should be transferred throughout the appropriate Loyal Membership. Abreast of the latest Cancellation Day and also the fee of the many amounts owed because of the Debtor hereunder, a price equal to extent toward put on the Dedicated Accounts on account of brand new Involvement Licenses might be remitted by the Bank so you’re able to Borrower.
Section 2.15 More Participation Arrangements. Schedule dos 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. Schedule 2 shall be automatically updated to include each additional Participation Agreement identified thereon.
(a) When it comes to any Repledge Guarantee that is sworn by the Borrower hereunder, Debtor possess very first sworn such as Repledge Security underneath the Protection Arrangement.
(b) Debtor and you may Bank for each and every hereby agrees and you will understands you to definitely the legal rights hereunder can be found in all areas subject to and you will subordinate so you’re able to (i) CSFB’s liberties beneath the CSFB Loan Arrangement and you will Security Contract and you may (ii) CSFB’s protection interest in brand new Repledge Equity and you will legal rights under the Protection Contract.
Section 3.01 Borrower Lifestyle. 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.