FOR THE LENDER
TO MAKE OR MAINTAIN ANY LIBOR RATE FUNDING OR (II) ANY CHANGE OF LAW OR OTHER
EVENT OR CONDITION WHICH WILL OBLIGATE THE BORROWER TO PAY ANY AMOUNT PURSUANT
TO SECTION 2.8(C) OR SECTION 2.8(D), THE LENDER SHALL NOTIFY THE BORROWER
THEREOF AS PROMPTLY AS PRACTICAL. IF THE LENDER HAS GIVEN NOTICE OF ANY SUCH
CHANGE OF LAW OR OTHER EVENT OR CONDITION AND THEREAFTER BECOMES AWARE THAT SUCH
CHANGE OF LAW OR OTHER EVENT OR CONDITION HAS CEASED TO EXIST, THE LENDER SHALL
NOTIFY THE BORROWER THEREOF AS PROMPTLY AS PRACTICAL.
SECTION 2.9 TAXES ON PAYMENTS.
(A)
PAYMENTS FREE OF TAXES. ANY AND ALL
PAYMENTS BY OR FOR THE ACCOUNT OF THE BORROWER HEREUNDER, OR IN RESPECT OF THE
NOTE OR ANY OTHER LOAN DOCUMENT, SHALL BE MADE FREE AND CLEAR OF AND WITHOUT
DEDUCTION FOR ANY AND ALL PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DEDUCTIONS,
CHARGES OR WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO, EXCLUDING NET
INCOME TAXES OR OTHER TAXES IMPOSED ON THE LENDER'S REVENUES AS A RESULT OF A
PRESENT OR FORMER CONNECTION BETWEEN THE LENDER AND THE JURISDICTION IMPOSING
SUCH TAX LEVY, IMPOST OR WITHHOLDING OR ANY POLITICAL SUBDIVISION OR TAXING
AUTHORITY THEREOF OR THEREIN, OTHER THAN ANY SUCH CONNECTION ARISING SOLELY FROM
THE LENDER HAVING EXECUTED, DELIVERED OR PERFORMED ITS OBLIGATIONS OR RECEIVED A
PAYMENT UNDER, OR ENFORCED, THE NOTE OR OTHER LOAN DOCUMENTS (ALL SUCH
NON-EXCLUDED TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES, WITHHOLDINGS AND
LIABILITIES IN RESPECT OF PAYMENTS HEREUNDER OR UNDER THE NOTES OR ANY OTHER
LOAN DOCUMENT BEING HEREINAFTER REFERRED TO AS "TAXES"). IF THE BORROWER SHALL
BE REQUIRED BY LAW TO DEDUCT OR WITHHOLD ANY TAXES FROM OR IN RESPECT OF ANY SUM
PAYABLE HEREUNDER OR UNDER THE NOTE OR OTHER LOAN DOCUMENTS TO THE LENDER,
(I) THE SUM PAYABLE BY THE BORROWER SHALL BE INCREASED AS MAY BE NECESSARY SO
THAT AFTER THE BORROWER AND THE LENDER, AS
32
THE CASE MAY BE, HAVE MADE ALL REQUIRED DEDUCTIONS AND WITHHOLDINGS (INCLUDING
DEDUCTIONS AND WITHHOLDINGS APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER THIS
SECTION 2.9) THE LENDER RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE
RECEIVED HAD NO SUCH DEDUCTIONS OR WITHHOLDINGS BEEN MADE, (II) THE BORROWER
SHALL MAKE ALL SUCH DEDUCTIONS OR WITHHOLDINGS AND (III) THE BORROWER SHALL PAY
THE FULL AMOUNT DEDUCTED OR WITHHELD TO THE RELEVANT TAXATION AUTHORITY OR OTHER
AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
(B)
OTHER TAXES. IN ADDITION, THE BORROWER SHALL
PAY TO THE RELEVANT TAXING AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW, AND
INDEMNIFY AND HOLD THE LENDER HARMLESS FROM, ANY PRESENT OR FUTURE STAMP,
DOCUMENTARY, EXCISE, PROPERTY OR SIMILAR TAXES, CHARGES OR LEVIES THAT ARISE
FROM THE DELIVERY OR REGISTRATION OF, PERFORMANCE UNDER, OR OTHERWISE WITH
RESPECT TO, THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENTS (HEREINAFTER
REFERRED TO AS "OTHER TAXES").
(C)
INDEMNIFICATION. THE BORROWER SHALL
INDEMNIFY THE LENDER FOR AND HOLD IT HARMLESS AGAINST THE FULL AMOUNT OF TAXES
AND OTHER TAXES, AND FOR THE FULL