If Borrower wants to see a loan Advance under a participation Arrangement not noted on

Quantity payable from the Debtor underneath the indemnity set forth contained in this Part 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, Most other Fees).

(c) Debtor hereby agrees so you’re able to indemnify Lender for, and also to hold it innocuous up against, the full quantity of Non-Excluded Taxation or any other Fees, while the complete number of Taxation of any sort enforced of the people legislation towards the quantity payable by Debtor below that it Part dos.11 imposed on otherwise paid down of the like Bank and you will any responsibility (and penalties, improvements in order to https://elitecashadvance.com/payday-loans-ca/ontario/ income tax, appeal and you will expenses) arising therefrom or with respect thereto. The new indemnity because of the Debtor taken to within this Section dos.eleven will pertain and be generated whether the Low-Omitted Taxation or any other Taxes where indemnification hereunder try looked for had been accurately otherwise lawfully asserted. 11(c) shall be paid back contained in this ten (10) weeks regarding day on what Financial makes composed demand therefor.

Up on approval in writing by Bank of these additional Involvement Agreement while the eligible, and you can processing out-of good UCC-step 3 modification including brand new Involvement Agreement

(d) As opposed to bias into endurance of any other contract of your own Debtor hereunder, the fresh preparations and you can personal debt of the Debtor contained in this Point dos.eleven shall endure the termination of that it Agreement additionally the other Loan Records. Absolutely nothing contained in Area dos.ten or which Part 2.eleven shall want one Bank to offer any kind of their tax returns or any other suggestions that it deems as 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.

All the money received because of the fresh new Participation Certificates might be deposited regarding the applicable Dedicated Membership. Through to the new Termination Big date as well as the fee of all of the wide variety due from the Debtor hereunder, an expense equal to the total amount on put throughout the Loyal Profile on account of the fresh Participation Certificates would be remitted of the Bank in order to Borrower.

Section 2.15 More Involvement 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. Agenda dos shall be automatically updated to include each additional Participation Agreement identified thereon.

(a) With regards to any Repledge Collateral which is pledged by Debtor hereunder, Borrower has first pledged such as for example Repledge Equity according to the Defense Agreement.

(b) Borrower and you may Lender for each hereby agrees and you will understands you to its liberties hereunder are in every areas at the mercy of and you will under to help you (i) CSFB’s rights beneath the CSFB Loan Arrangement and you will Protection Arrangement and you may (ii) CSFB’s security need for this new Repledge Security and you will liberties beneath the Safety 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.