When the Borrower wishes to receive financing Advance around an involvement Agreement perhaps not noted on

Amounts payable from the Debtor according to the indemnity established inside 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 believes in order to indemnify Bank to possess, and also to hold it harmless facing, an entire number of Non-Omitted Taxation or any other Taxes, additionally the complete level of Taxation of any sort enforced by one legislation to the numbers payable by Borrower lower than this Section dos.eleven enforced for the or paid down by the instance Lender and you can any liability (also charges, enhancements so you’re able to taxation, attention and costs) arising therefrom or in respect thereto. The fresh indemnity by the Debtor provided for within this Part dos.eleven shall incorporate and become generated whether or not the Non-Excluded Taxation and other Taxation wherein indemnification hereunder is found was indeed accurately or legally asserted. 11(c) will be reduced within this 10 (10) months about big date about what Lender tends to make written consult therefor.

Abreast of recognition written down because of the Financial of such most Participation Contract because qualified, and you can submitting out-of a great UCC-3 amendment incorporating the fresh Involvement Contract

(d) In place of prejudice towards the survival of any almost every other agreement of the Debtor hereunder, the brand new agreements and you will debt of the Debtor inside Point 2.11 shall survive the end of which Agreement as well as the other Mortgage Data payday loan Rainbow City files. Nothing within Part dos.10 or this Area 2.eleven will want people Bank to offer some of the tax statements or other suggestions it deems to-be confidential otherwise 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.

Every fund gotten due to the Contribution Certificates shall be deposited in the relevant Faithful Account. Abreast of the brand new Termination Go out additionally the payment of all number owed by the Borrower hereunder, an expense equal to the total amount to your deposit regarding the Faithful Account because of the fresh Involvement Certificates are going to be remitted of the Bank to Debtor.

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

(a) In terms of people Repledge Equity that’s pledged by the Debtor hereunder, Debtor provides first sworn including Repledge Security beneath the Defense Contract.

(b) Debtor and you can Lender per hereby agrees and you will recognizes one to their legal rights hereunder are in all the areas subject to and subordinate in order to (i) CSFB’s rights underneath the CSFB Loan Contract and you can Safety Contract and (ii) CSFB’s defense interest in the fresh new Repledge Equity and liberties under the Safeguards Arrangement.

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.