When the Borrower wishes to obtain financing Get better lower than an engagement Arrangement maybe not noted on

23 Oct When the Borrower wishes to obtain financing Get better lower than an engagement Arrangement maybe not noted on

Numbers payable by Borrower according to the indemnity set forth within 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 Fees).

(c) Borrower hereby believes to indemnify Bank to possess, and hold on a minute harmless up against, an entire number of Low-Omitted Taxes or other Taxation, as well as the full number of Taxation of any sort imposed of the people legislation for the amounts payable because of the Borrower under this Point 2.eleven enforced towards otherwise reduced by the particularly Bank and any liability (as well as punishment, enhancements so you can income tax, interest and you can costs) developing therefrom otherwise with respect thereto. Brand new indemnity by Debtor delivered to within this Point 2.11 should apply and get generated whether or not the Low-Omitted Taxation or any other Taxes where indemnification hereunder try needed was basically truthfully otherwise legally asserted. 11(c) is going to be reduced within 10 (10) weeks about day on which Lender produces authored demand therefor.

Abreast of recognition on paper by Lender of these most Involvement Arrangement while the eligible, and you will filing off an effective UCC-step three amendment including the fresh Contribution Contract

(d) Instead prejudice on the survival of every other agreement of the Debtor hereunder, the newest arrangements and you may financial obligation of one’s Borrower within Point dos.11 should survive the termination of that it Agreement and the almost every other Mortgage Data. Little contained in Section dos.10 or this Point dos.11 should need people Financial to make available any of its taxation statements or any other suggestions so it 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.

Every money received on account of brand new Involvement Certificates will likely be placed throughout the applicable Loyal Account. Through to the new Cancellation Day as well as the commission of all amounts owed by Borrower hereunder, an amount equivalent to the quantity for the deposit on Dedicated Account because of new Involvement Certificates should be remitted of the Lender to help you Debtor.

Section 2.15 More Involvement Agreements. 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) With regards to one Repledge Collateral which is sworn from the Debtor hereunder, Debtor keeps earliest sworn such as for instance Repledge Equity in Protection Agreement.

(b) Borrower and you can Bank for every hereby believes and you can acknowledges one to the liberties hereunder can be found in all respects at the mercy of and you may under so you’re able to (i) CSFB’s legal rights within the CSFB Loan Arrangement and you can Protection Arrangement and (ii) CSFB’s shelter demand for the fresh new Repledge Equity and you may liberties under the Protection Contract.

Section 3.01 Debtor 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.