In the event the Debtor wants to obtain financing Progress below a participation Agreement perhaps not noted on

Amounts payable by Borrower in indemnity set forth inside Part 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, Other Taxes).

(c) Borrower hereby agrees to indemnify Lender getting, and to wait innocuous against, the full number of Non-Excluded Taxation or other Taxation, while the complete level of Taxation of any sort enforced because of the people legislation towards numbers payable from the Debtor around so it Part 2.11 imposed into or paid from the particularly Financial and any liability (along with penalties, improvements to help you income tax, desire and you can costs) arising therefrom otherwise in respect thereto. New indemnity by Borrower provided for within Part dos.eleven should use and start to become generated whether or not the Low-Excluded Taxation or other Taxes which indemnification hereunder was sought for was indeed precisely otherwise lawfully asserted. 11(c) should be paid off inside ten (10) days regarding the go out on what Financial tends to make authored demand therefor.

Upon acceptance written down of the Lender of these extra Involvement Arrangement once the qualified, and you will processing out of a beneficial UCC-step 3 modification adding new Participation Contract

(d) Instead of prejudice into endurance of every most other contract of the Debtor hereunder, this new plans and you will debt of your Borrower in this Point dos.eleven should survive the end of that it Agreement as well as the almost every other Mortgage Documents. Absolutely nothing contained in Point 2.10 otherwise which Part dos.eleven will want people Financial to offer some of its tax returns or any other pointers which deems to be private 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.

All fund obtained due to the fresh Involvement Licenses can be deposited on the applicable Dedicated Account. Upon the brand new Termination Go out in addition to percentage of all number due by Borrower hereunder, a price equivalent to the amount for the put throughout the Faithful Membership because of the fresh Involvement Certificates shall be remitted by the Financial to Borrower.

Section 2.15 Even more Contribution 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. Schedule dos shall be automatically updated to include each additional Participation Agreement identified thereon.

(a) With regards to any Repledge Security that's sworn from the Borrower hereunder, Debtor enjoys first bound including Repledge Collateral underneath the Cover Arrangement.

(b) Debtor and you will Bank for each and every hereby believes and you will recognizes you to definitely the rights hereunder have been in the respects at the mercy of and you will subordinate to help you (i) CSFB's liberties within the CSFB Loan Arrangement and you can Defense Agreement and you can (ii) CSFB's defense demand for the fresh Repledge Security and you may rights under the Coverage Arrangement.

Section 3.01 Borrower Lifetime. Borrower has been loans in Ider duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.