Quantity payable by Debtor under the indemnity established inside Section 2

(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 loans in Citronelle Document (collectively, Other Taxation).

(c) Debtor hereby agrees so you’re able to indemnify Lender for, also to wait harmless facing, an entire level of Non-Omitted Taxes or other Taxation, together with full quantity of Taxation of any kind imposed of the any legislation on amounts payable because of the Borrower under it Part dos.eleven imposed towards the otherwise repaid by such as Bank and people liability (plus penalties, enhancements in order to income tax, attract and costs) occurring therefrom otherwise in respect thereto. The fresh new indemnity by Borrower provided for within Point dos.eleven shall pertain and get made whether or not the Non-Excluded Taxes and other Taxes which indemnification hereunder are looked for was truthfully or lawfully asserted. 11(c) is going to be paid off within this ten (10) months from the big date on which Financial renders created demand therefor.

On approval in writing by the Lender of these a lot more Contribution Contract as the qualified, and you may processing out of good UCC-3 modification adding the brand new Contribution Agreement

(d) Rather than prejudice toward emergency of every other agreement of your own Debtor hereunder, the plans and financial obligation of one’s Debtor inside Point 2.11 will survive the conclusion that it Agreement therefore the other Mortgage Data files. Nothing within Part 2.10 or so it Section dos.eleven should need one Bank to make available any of their tax statements or any other pointers which deems to be 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.

All the fund gotten on account of the fresh new Involvement Licenses is going to be transferred regarding the appropriate Faithful Account. On the new Termination Big date as well as the percentage of the many amounts owed by Borrower hereunder, an amount comparable to extent for the put about Loyal Membership on account of the newest Participation Licenses will likely be remitted by the Bank so you can Borrower.

Section 2.15 Most Participation Agreements. Schedule 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. Plan dos shall be automatically updated to include each additional Participation Agreement identified thereon.

(a) When it comes to one Repledge Equity which is pledged from the Debtor hereunder, Debtor have first sworn like Repledge Collateral underneath the Safeguards Arrangement.

(b) Borrower and you can Bank for each and every hereby believes and you can understands one its legal rights hereunder have every areas subject to and you may under so you can (i) CSFB’s legal rights in CSFB Mortgage Agreement and you will Protection Arrangement and you may (ii) CSFB’s cover interest in the new Repledge Collateral and you may liberties underneath the Security Contract.

Section 3.01 Borrower Existence. 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.