Wide variety payable from the Borrower beneath the indemnity set forth in this Point 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 Taxation).
(c) Debtor hereby agrees in order to indemnify Financial having, also to hold it harmless against, the full quantity of Non-Omitted Fees and other Fees, and the full number of Taxation of any kind enforced by any legislation with the numbers payable because of loans in Cedar Bluff the Borrower significantly less than which Part dos.11 implemented towards or paid down from the particularly Bank and people accountability (along with punishment, enhancements in order to income tax, appeal and expenses) arising therefrom otherwise relating thereto. The brand new indemnity because of the Borrower delivered to in this Section 2.11 should apply and become made whether the Low-Excluded Taxes or other Taxation in which indemnification hereunder try needed was basically truthfully or legitimately asserted. 11(c) is paid inside ten (10) days on the go out on which Lender produces written request therefor.
On approval on paper from the Bank of these more Involvement Arrangement as qualified, and you will submitting regarding an effective UCC-step 3 amendment incorporating the latest Participation Agreement
(d) Instead prejudice towards survival of any almost every other contract of Debtor hereunder, new plans and you can debt of your own Borrower inside Section dos.11 should survive the termination of that it Contract and also the almost every other Loan Data. Absolutely nothing contained in Part 2.10 or that it Section 2.eleven shall need one Bank to offer any kind of its taxation statements or any other advice so it deems getting confidential 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.
Most of the loans received on account of the latest Contribution Licenses is transferred regarding the applicable Loyal Account. On brand new Termination Date additionally the percentage of all of the numbers due of the Debtor hereunder, an expense equal to extent towards deposit on Dedicated Profile due to brand new Contribution Licenses is going to be remitted of the Bank to help you Debtor.
Section 2.15 Additional Participation Preparations. 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 2 shall be automatically updated to include each additional Participation Agreement identified thereon.
(a) With regards to any Repledge Security that is sworn of the Borrower hereunder, Borrower has actually basic bound such as Repledge Collateral in Safeguards Contract.
(b) Borrower and you may Financial per hereby believes and acknowledges you to definitely their rights hereunder come in all of the respects subject to and you will subordinate so you’re able to (i) CSFB’s liberties according to the CSFB Financing Agreement and you will Security Arrangement and you may (ii) CSFB’s safeguards demand for the fresh Repledge Equity and you will rights underneath the Safety Arrangement.
Section 3.01 Borrower Lives. 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.