Quantity payable from the Debtor beneath the indemnity established in this Area 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, Most other Taxation).
(c) Debtor hereby believes to help you indemnify Bank having, and also to wait innocuous against, the full number of Low-Excluded Taxes or other Fees, and full level of Memphis installment loans no credit check Taxes of any kind enforced because of the one jurisdiction to your amounts payable by Debtor lower than so it Point 2.eleven enforced on the or paid off by eg Lender and you will any responsibility (including punishment, additions in order to taxation, attention and you may expenditures) developing therefrom otherwise relating thereto. The brand new indemnity by Borrower sent to within this Point 2.eleven will apply and get generated whether the Low-Omitted Taxes or any other Fees whereby indemnification hereunder are sought was indeed truthfully or lawfully asserted. 11(c) is going to be paid down within this 10 (10) months from the date on what Financial can make created consult therefor.
Upon approval in writing of the Bank of these additional Involvement Arrangement once the qualified, and you may filing from a UCC-step 3 amendment including the newest Contribution Agreement
(d) Versus prejudice on endurance of every almost every other contract of your own Debtor hereunder, the fresh new preparations and you will personal debt of the Borrower within this Point dos.11 will survive the conclusion it Agreement in addition to other Mortgage Data files. Little found in Area dos.10 otherwise it Section dos.eleven will need any Lender to offer some of its tax returns or any other information 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.
The loans acquired because of the Participation Certificates are going to be deposited on appropriate Loyal Account. Upon this new Cancellation Big date in addition to fee of all wide variety owed of the Borrower hereunder, an amount comparable to the total amount to the put regarding the Loyal Profile because of new Involvement Certificates can be remitted from the Lender so you’re able to Borrower.
Section 2.15 Extra Participation Preparations. Plan dos 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) With respect to any Repledge Security that’s bound of the Borrower hereunder, Borrower has actually earliest bound such Repledge Collateral according to the Safeguards Arrangement.
(b) Debtor and you will Bank each hereby believes and understands one to their legal rights hereunder are in the areas subject to and you can subordinate so you’re able to (i) CSFB’s rights under the CSFB Mortgage Agreement and Safeguards Agreement and you will (ii) CSFB’s safeguards need for the new Repledge Security and you will liberties within the Cover Contract.
Section 3.01 Borrower 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.
