OF THE LOAN; AND FOURTH, THE
BALANCE, IF ANY, TO BORROWER.
SECTION 2.5.
OBLIGATIONS SECURED.
THE OBLIGATIONS OF BORROWER UNDER THE CREDIT
DOCUMENTS SHALL BE SECURED AS MORE FULLY DESCRIBED IN THE SECURITY AGREEMENT.
SECTION 2.6.
TAXES.
(A) ANY AND ALL PAYMENTS MADE BY BORROWER HEREUNDER SHALL
BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY PRESENT OR FUTURE TAXES,
LEVIES, IMPOSTS, DEDUCTIONS, CHARGES, OR WITHHOLDINGS, AND ALL LIABILITIES WITH
RESPECT THERETO TO THE EXTENT ATTRIBUTABLE TO THE LOANS OR THE COLLATERAL,
EXCLUDING (I) TAXES IMPOSED ON NET INCOME AND (II) ALL INCOME AND FRANCHISE
TAXES OF THE UNITED STATES OF AMERICA, ANY POLITICAL SUBDIVISIONS THEREOF, AND
ANY STATE OF THE UNITED STATES OF AMERICA, AND ANY POLITICAL SUBDIVISIONS
THEREOF (ALL SUCH NON-EXCLUDED TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES,
WITHHOLDINGS AND LIABILITIES BEING HEREINAFTER REFERRED TO AS "TAXES").
(B) IF
BORROWER SHALL BE REQUIRED BY LAW TO DEDUCT ANY TAXES FROM OR IN RESPECT OF ANY
SUM PAYABLE HEREUNDER, (I) THE SUM PAYABLE SHALL BE INCREASED AS MAY BE
NECESSARY SO THAT AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS
APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER THIS SECTION 2.6) LENDER SHALL
RECEIVE AN AMOUNT EQUAL TO THE
SUM IT WOULD HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE, (II) BORROWER SHALL
MAKE SUCH DEDUCTIONS AND (III) BORROWER SHALL PAY THE FULL AMOUNT DEDUCTED TO
THE RELEVANT TAXATION AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH APPLICABLE
LAW.
(C) BORROWER SHALL PAY AND HEREBY INDEMNIFIES LENDER FROM ANY DOCUMENTARY
STAMP TAXES IN CONNECTION WITH THE EXECUTION OR DELIVERY OF ANY CREDIT
DOCUMENT.
WITHIN 30 DAYS AFTER THE DATE OF ANY PAYMENT OF TAXES, BORROWER WILL
FURNISH LENDER WITH EVIDENCE OF PAYMENT THEREOF.
BORROWER HEREBY INDEMNIFIES
LENDER FOR THE FULL AMOUNT OF TAXES (INCLUDING, WITHOUT LIMITATION, ANY TAXES
IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION) PAID BY
LENDER AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING
THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES WERE CORRECTLY OR
LEGALLY ASSERTED.
PAYMENT PURSUANT TO THIS INDEMNIFICATION OBLIGATION SHALL BE
MADE UPON WRITTEN DEMAND THEREFOR.
THE OBLIGATIONS OF BORROWER UNDER THIS
SECTION 2.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
ARTICLE III:
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Lender on the date of the making of the Loan
that:
SECTION 3.1.
ORGANIZATION AND AUTHORIZATION.
(A) BORROWER IS DULY ORGANIZED OR
FORMED, VALIDLY EXISTING AND IN GOOD STANDING (IF AND TO THE EXTENT APPLICABLE)
UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION OR FORMATION, HAS ALL
REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND
(B) THE TRANSACTIONS ARE WITHIN THE POWERS OF BORROWER AND HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION FOR BORROWER.
SECTION 3.2.
ENFORCEABILITY.
EACH CREDIT DOCUMENT TO WHICH IT IS A PARTY HAS
BEEN DULY EXECUTED AND DELIVERED BY BORROWER AND CONSTITUTES ITS LEGAL, VALID
AND BINDING OBLIGATION, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY