Quantity payable of the Borrower under the indemnity set forth in this Point 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, Almost every other Fees).
(c) Borrower hereby agrees to indemnify Financial getting, and to wait harmless up against, a complete number of Low-Excluded Taxation and other Taxation, and also the full level of Fees of any sort enforced by people legislation on wide variety payable by Borrower not as much as so it Area dos.11 enforced towards the or paid because of the such Lender and you can people accountability (also penalties, enhancements to tax, appeal and you can expenses) occurring therefrom otherwise with respect thereto. New indemnity because of the Borrower taken to in this Section 2.eleven should incorporate and be generated if the Non-Omitted Taxation or any other Taxes where indemnification hereunder are needed was basically precisely otherwise lawfully asserted. 11(c) will likely be paid within 10 (10) months about go out on which Financial helps make composed demand therefor.
Through to acceptance written down by Financial of such a lot more Contribution Arrangement since the qualified, and you can processing away from an excellent UCC-step three modification adding the brand new Contribution Contract
(d) As opposed to bias with the endurance of any most other contract of your own Borrower hereunder, the latest plans and you will personal debt of Debtor within this Section 2.11 shall survive the end of this Arrangement and most other Loan Documents. Little found in Part 2.10 otherwise it Section dos.eleven will need any Bank to make available any kind of their tax statements or any other suggestions so it deems getting private 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 money obtained on account of brand new Involvement Licenses should be deposited throughout the relevant Dedicated Account. On the fresh Termination Time together with payment of all the numbers due of the Debtor hereunder, a cost equivalent to the total amount towards put on the Faithful Accounts because of the new Contribution Licenses will likely be loans in Camden remitted by the Lender so you can Borrower.
Section 2.15 More Involvement Plans. 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. Plan dos shall be automatically updated to include each additional Participation Agreement identified thereon.
(a) When it comes to people Repledge Equity that is pledged because of the Borrower hereunder, Borrower keeps first sworn such as for example Repledge Security in Security Agreement.
(b) Borrower and you can Financial per hereby believes and you can acknowledges one to their liberties hereunder are in the respects susceptible to and you will under to (i) CSFB’s rights underneath the CSFB Loan Agreement and Safeguards Arrangement and you can (ii) CSFB’s safety interest in the new Repledge Collateral and you may liberties beneath the Cover Contract.
Section 3.01 Debtor Existence. 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.