would
have received had no such withholding or deduction been required (including
penalties, interest, additional taxes and expenses (including reasonable
attorney's fees and expenses) arising therefrom or with respect thereto).
(b)
Other Taxes.
In addition, Borrower shall pay any present or
future stamp, documentary, excise, property or similar taxes, charges or levies
that arise from any payment made hereunder or under the Note or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document (collectively, "Other Taxes").
(c)
Tax Indemnity.
Borrower shall indemnify Lender for the full
amount of Taxes and Other Taxes (including, without limitation, any amounts paid
by Lender) and any liability (including, without limitation, penalties,
additions to tax, interest and expenses) arising therefrom or with respect
thereto.
This indemnification shall be made within 30 days from the date Lender
makes written demand therefor and shall survive the termination of this
Agreement.
6
Section 2.09.
Joint and Several Liability.
The obligations of
,
,
and
(each, a "Co-Borrower") under each Loan Document are
joint and several.
Each reference to the term "Borrower" in each Loan Document
shall be deemed to refer to each Co-Borrower; each representation and warranty
made by Borrower in any Loan Document shall be deemed to have been made by each
Co-Borrower; each covenant and undertaking on the part of Borrower under each
Loan Document shall be deemed individually applicable with respect to each
Co-Borrower; and each event constituting an Event of Default under this
Agreement shall be determined with respect to each Co-Borrower.
A separate
action or actions may be brought and prosecuted against any Co-Borrower whether
an action is brought against any other Co-Borrower or whether any other
Co-Borrower is joined in any such action or actions.
Each Co-Borrower waives
any right to require Lender to:
(a) proceed against any other Co-Borrower;
(b) proceed against or exhaust any security held from any other Co-Borrower; or
(c) pursue any other remedy in Lender's power whatsoever.
Notices under any
Loan Document required to be provided to Borrower shall be effective if provided
to any Co-Borrower.
Any consent on the part of Borrower under any Loan Document
shall be effective when provided by any Co-Borrower, and Lender shall be
entitled to rely upon any notice or consent given by any Co-Borrower as being
notice or consent given by Borrower hereunder.
In the event any obligation of Borrower under any Loan Document is deemed to be
an agreement by any Co-Borrower to answer for the debt or default of another
Co-Borrower or as a hypothecation of property as security therefor, each
Co-Borrower represents and warrants that:
(x) no representation has been made
to it as to the creditworthiness of any other Co-Borrower and (y) it has
established adequate means of obtaining from each other Co-Borrower on a
continuing basis, financial or other information pertaining to each other
Co-Borrower's financial condition.
Each Co-Borrower expressly waives diligence,
demand, presentment, protest and notice of every kind and nature whatsoever,
consents