When the Debtor wants to get that loan Advance lower than a participation Agreement maybe not listed on

Amounts payable by Debtor within the https://paydayloanalabama.com/hobson/ indemnity set forth inside 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, Other Fees).

(c) Borrower hereby agrees so you’re able to indemnify Bank getting, also to hold it innocuous up against, a complete level of Non-Omitted Taxation or any other Taxes, and also the complete number of Taxes of any kind implemented by the people legislation on the wide variety payable by the Borrower less than that it Section 2.11 imposed into otherwise paid off of the for example Bank and you can one responsibility (also penalties, enhancements in order to income tax, attract and you will expenditures) arising therefrom or relating thereto. The fresh new indemnity by the Borrower provided for inside Part dos.11 shall apply and become produced whether the Low-Excluded Fees and other Taxation by which indemnification hereunder is sought was indeed correctly otherwise lawfully asserted. 11(c) shall be repaid in this ten (10) months on the big date about what Lender produces created demand therefor.

Through to acceptance on paper of the Bank of these a lot more Participation Contract given that qualified, and filing of an excellent UCC-3 amendment adding this new Participation Agreement

(d) Instead of prejudice towards emergency of every other agreement of the Debtor hereunder, the fresh new arrangements and you may debt of one’s Debtor contained in this Section 2.11 shall survive the termination of so it Agreement plus the most other Loan Data files. Nothing contained in Area dos.10 or so it Point dos.11 should want any Bank to make available some of the taxation statements or other guidance which 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.

The funds acquired because of the brand new Contribution Licenses shall be transferred from the applicable Loyal Membership. On this new Termination Time in addition to commission of the many numbers due by the Borrower hereunder, a cost equal to extent for the put about Loyal Account because of the fresh Participation Permits is remitted by the Financial to Debtor.

Section 2.15 More Contribution Agreements. 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. Schedule 2 shall be automatically updated to include each additional Participation Agreement identified thereon.

(a) With regards to any Repledge Collateral that’s sworn from the Borrower hereunder, Debtor possess very first pledged particularly Repledge Guarantee under the Safety Arrangement.

(b) Borrower and you can Lender each hereby agrees and recognizes one the liberties hereunder have the areas subject to and you will using so you can (i) CSFB’s rights within the CSFB Mortgage Contract and you can Protection Agreement and you can (ii) CSFB’s cover need for the fresh Repledge Security and you will legal rights beneath the Safety Arrangement.

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.