COLLECTION AND ENFORCEMENT, (Y) EACH SUCH SECURITY INTEREST SHALL
ATTACH ONLY TO THE EQUIPMENT SO
9
ACQUIRED FOR THE PURCHASE MONEY FOR THAT EQUIPMENT, AND (Z) THE OUTSTANDING
LIABILITIES SECURED BY ANY SUCH PURCHASE MONEY SECURITY INTERESTS DOES NOT
EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000) PER ANNUM); AND (H) ANY OTHER
LIENS EXISTING AS OF THE DATE OF THIS NOTE WHICH ARE SET FORTH ON SCHEDULE
8.2(E) ATTACHED HERETO AND MADE A PART HEREOF.
8.3
TAX COVENANTS.
OPTELECOM AGREES THAT IT
WILL (I) CALCULATE, ACCRUE AND REPORT FOR ALL UNITED STATES FEDERAL INCOME TAX
PURPOSES ALL INTEREST AND ORIGINAL ISSUE DISCOUNT INCOME (TO THE HOLDER) AND
EXPENSE (TO OPTELECOM) WITH RESPECT TO THIS NOTE, TAKING INTO ACCOUNT THE
"TAXABLE PORTION INSTALLMENTS" PAID IN OPTELECOM COMMON STOCK IN ACCORDANCE WITH
SECTION 3(B) OF THE ORIGINAL NOTE FOR YEARS PRIOR TO 2009 AS IF PAID ON DATE
SUCH SHARES ARE ISSUED; (II) NOT TREAT THE HOLDER AS THE OWNER OF ANY OPTELECOM
COMMON STOCK ISSUED TO THE HOLDER IN ACCORDANCE WITH SECTION 3 OF THE ORIGINAL
NOTE FOR ANY UNITED STATES FEDERAL INCOME TAX PURPOSE UNLESS AND UNTIL THE DATE
SUCH SHARES ARE ISSUED; (III) TREAT ANY INTEREST UNDER THIS NOTE (WHETHER PAID
IN CASH OR OPTELECOM COMMON STOCK) AS INTEREST THAT IS "PORTFOLIO INTEREST" FOR
PURPOSES OF SECTIONS 871(H) AND 881(C) OF THE INTERNAL REVENUE CODE OF 1986 AS
AMENDED; (IV) TREAT ANY INTEREST PAYABLE HEREUNDER AS ELIGIBLE FOR EXEMPTION
FROM UNITED STATES FEDERAL INCOME TAX PURSUANT TO ARTICLE 12 OF THE CONVENTION
BETWEEN THE UNITED STATES OF AMERICA AND THE KINGDOM OF THE NETHERLANDS FOR THE
AVOIDANCE OF DOUBLE TAXATION AND THE PREVENTION OF FISCAL EVASION WITH RESPECT
TO TAXES ON INCOME; AND (V) WILL PERFORM ANY APPLICABLE REPORTING ON UNITED
STATES INTERNAL REVENUE SERVICE FORMS 1042 AND 1042-S WITH RESPECT TO PAYMENTS
HEREUNDER, CONSISTENT WITH THE FOREGOING.
8.4
[INTENTIONALLY DELETED]
9.
MISCELLANEOUS.
(A)
ALL PAYMENTS OF CASH UNDER THIS NOTE SHALL BE
MADE TO THE HOLDER BY WIRE TRANSFER TO THE HOLDER'S BANK ACCOUNT AS THE HOLDER
MAY FROM TIME TO TIME DIRECT.
NO EXTENSION OF TIME FOR PAYMENT OF ANY AMOUNT
OWING HEREUNDER SHALL OTHERWISE AFFECT THE LIABILITY OF OPTELECOM FOR PAYMENT OF
THE INDEBTEDNESS EVIDENCED HEREBY.
NO DELAY BY THE HOLDER IN EXERCISING ANY
POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER OF ANY POWER OR RIGHT
HEREUNDER.
(B)
A DELAY BY THE HOLDER IN EXERCISING A RIGHT OR
REMEDY WITH RESPECT TO THIS NOTE SHALL NOT CONSTITUTE A WAIVER THEREOF; A WAIVER
OF A DEFAULT, RIGHT OR REMEDY SHALL NOT CONSTITUTE A WAIVER OF A SUBSEQUENT
DEFAULT, RIGHT OR REMEDY; AND A SINGLE OR PARTIAL EXERCISE OF A RIGHT OR REMEDY
SHALL NOT PRECLUDE ANOTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF
ANOTHER RIGHT OR REMEDY.
(C)
OPTELECOM WAIVES DEMAND, PRESENTMENT, PROTEST
AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL OTHER DEMANDS AND NOTICES OF ANY
KIND, AND NO PARTIAL PAYMENT SHALL DISCHARGE OPTELECOM FROM LIABILITY HEREON IN
WHOLE OR IN PART (EXCEPT