PAYMENT PROVISIONS.
(I)
IF AT ANY TIME AFTER THE DATE HEREOF,
LENDER (WHICH SHALL INCLUDE, FOR PURPOSES OF THIS SECTION, ANY CORPORATION
CONTROLLING LENDER) REASONABLY DETERMINES THAT DUE TO THE ADOPTION OR
MODIFICATION OF ANY LEGAL REQUIREMENT REGARDING TAXATION, LENDER'S REQUIRED
LEVELS OF RESERVES, DEPOSITS, FEDERAL DEPOSIT INSURANCE CORPORATION INSURANCE OR
CAPITAL (INCLUDING ANY ALLOCATION OF CAPITAL REQUIREMENTS OR CONDITIONS), OR
SIMILAR REQUIREMENTS, OR ANY INTERPRETATION OR ADMINISTRATION THEREOF BY ANY
TRIBUNAL OR COMPLIANCE OF LENDER WITH ANY OF SUCH REQUIREMENTS, HAS OR WOULD
HAVE THE EFFECT OF (A) INCREASING LENDER'S COSTS RELATING TO THE LOAN, OR (B)
REDUCING THE YIELD OR RATE OF RETURN
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OF LENDER ON THE LOAN, TO A LEVEL BELOW THAT WHICH LENDER COULD HAVE ACHIEVED
BUT FOR THE ADOPTION OR MODIFICATION OF ANY SUCH LEGAL REQUIREMENTS, BORROWER
SHALL, WITHIN FIFTEEN (15) DAYS OF ANY REQUEST BY LENDER, PAY TO LENDER SUCH
ADDITIONAL AMOUNTS AS (IN LENDER'S SOLE JUDGMENT, AFTER GOOD FAITH AND
REASONABLE COMPUTATION) WILL COMPENSATE LENDER FOR SUCH INCREASE IN COSTS OR
REDUCTION IN YIELD OR RATE OF RETURN OF LENDER (A "CONSEQUENTIAL LOSS").
NO
FAILURE BY LENDER TO IMMEDIATELY DEMAND PAYMENT OF ANY ADDITIONAL AMOUNTS
PAYABLE HEREUNDER SHALL CONSTITUTE A WAIVER OF LENDER'S RIGHT TO DEMAND PAYMENT
OF SUCH AMOUNTS AT ANY SUBSEQUENT TIME.
NOTHING HEREIN CONTAINED SHALL BE
CONSTRUED OR SO OPERATE AS TO REQUIRE BORROWER TO PAY ANY INTEREST, FEES, COSTS
OR CHARGES GREATER THAN IS PERMITTED BY APPLICABLE LAW.
(II)
ALL PAYMENTS MADE BY BORROWER HEREUNDER
SHALL BE MADE FREE AND CLEAR OF, AND WITHOUT REDUCTION FOR OR ON ACCOUNT OF,
INCOME, STAMP OR OTHER TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES, FEES,
DEDUCTIONS, RESERVES OR WITHHOLDINGS IMPOSED, LEVIED, COLLECTED, WITHHELD OR
ASSESSED BY ANY GOVERNMENTAL AUTHORITIES, WHICH ARE IMPOSED, ENACTED OR BECOME
EFFECTIVE ON OR AFTER THE DATE HEREOF (SUCH NON-EXCLUDED TAXES BEING REFERRED TO
COLLECTIVELY AS "FOREIGN TAXES"), EXCLUDING INCOME AND FRANCHISE TAXES OF THE
UNITED STATES OF AMERICA OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY
THEREOF OR THEREIN.
IF ANY FOREIGN TAXES ARE REQUIRED TO BE WITHHELD FROM ANY
AMOUNTS PAYABLE TO LENDER HEREUNDER AND SUCH FOREIGN TAXES ARE NOT A RESULT OF
ACTIVITIES OF LENDER UNRELATED TO THE LOAN OR BORROWER, THE AMOUNTS SO PAYABLE
TO LENDER SHALL BE INCREASED TO THE EXTENT NECESSARY TO YIELD TO LENDER (AFTER
PAYMENT OF ALL FOREIGN TAXES) INTEREST OR ANY SUCH OTHER AMOUNTS PAYABLE
HEREUNDER AT THE RATE OR IN THE AMOUNTS SPECIFIED HEREUNDER. WHENEVER ANY
FOREIGN TAX IS PAYABLE PURSUANT TO APPLICABLE LAW BY BORROWER, AS PROMPTLY AS
POSSIBLE THEREAFTER, BORROWER SHALL SEND TO LENDER AN ORIGINAL OFFICIAL RECEIPT,
IF AVAILABLE, OR CERTIFIED COPY THEREOF SHOWING PAYMENT OF SUCH FOREIGN TAX.
BORROWER HEREBY INDEMNIFIES LENDER FOR ANY INCREMENTAL TAXES, INTEREST OR
PENALTIES THAT MAY BECOME PAYABLE BY LENDER WHICH MAY RESULT FROM ANY FAILURE BY
BORROWER TO PAY ANY SUCH FOREIGN TAX WHEN DUE TO THE APPROPRIATE TAXING
AUTHORITY OF WHICH LENDER SHALL HAVE PROVIDED BORROWER WITH PRIOR WRITTEN
NOTICE, IF POSSIBLE, OR ANY FAILURE BY BORROWER TO