Amounts payable from the Debtor according to the indemnity set forth contained in this 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 Document (collectively, Other Fees).

(c) Debtor hereby agrees to help you indemnify Financial having, and also to wait simple facing, a full amount of Non-Omitted Taxation or other Taxes, and the full quantity of Taxation of any sort imposed because of the people jurisdiction for the number payable from the Borrower significantly less than that it Area dos.eleven imposed into or repaid by the such as for instance Lender and people liability (as well as punishment, enhancements so you’re able to taxation loans Mountain Brook, attention and expenditures) occurring therefrom otherwise with respect thereto. The indemnity by the Debtor delivered to inside Section 2.11 should incorporate and stay made if the Low-Omitted Taxation and other Taxation where indemnification hereunder is actually sought for were precisely otherwise legitimately asserted. 11(c) is going to be repaid contained in this 10 (10) weeks on the time on what Bank tends to make composed demand therefor.

Upon approval on paper from the Bank of such more Participation Arrangement because eligible, and you can filing out of a great UCC-step three modification adding this new Contribution Contract

(d) In place of prejudice on survival of every other contract of Debtor hereunder, the newest arrangements and you can personal debt of Borrower inside Point 2.eleven shall survive the termination of this Agreement in addition to other Loan Records. Nothing within Point 2.10 otherwise it Section 2.eleven shall want one Lender to offer any of the tax statements or other advice this deems are private otherwise 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 financing obtained due to new Involvement Licenses are going to be placed regarding applicable Faithful Membership. On the fresh new Termination Day and the fee of all of the amounts owed by Debtor hereunder, a price equivalent to extent with the deposit on the Devoted Levels due to the fresh Involvement Permits might be remitted from the Financial to Borrower.

Section 2.15 Most Involvement Arrangements. 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. Schedule 2 shall be automatically updated to include each additional Participation Agreement identified thereon.

(a) Regarding any Repledge Guarantee which is pledged because of the Debtor hereunder, Borrower possess first bound particularly Repledge Security within the Safety Contract.

(b) Debtor and you can Financial for each hereby agrees and you can recognizes one its rights hereunder have been in most of the respects at the mercy of and you will using in order to (i) CSFB’s rights according to the CSFB Mortgage Arrangement and Safety Agreement and you may (ii) CSFB’s safeguards interest in the brand new Repledge Guarantee and you will liberties beneath the Defense Agreement.

Section 3.01 Borrower Lifetime. 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.