ANY AMOUNTS PAYABLE
TO LENDER HEREUNDER, THE AMOUNTS SO PAYABLE TO LENDER SHALL BE INCREASED TO THE
EXTENT NECESSARY TO YIELD TO
29
LENDER (AFTER PAYMENT OF ALL NON EXCLUDED INDEMNIFIED TAXES) INTEREST OR ANY
SUCH OTHER AMOUNTS PAYABLE HEREUNDER AT THE RATE OR IN THE AMOUNTS SPECIFIED
HEREUNDER.
WHENEVER ANY NON EXCLUDED INDEMNIFIED TAX IS PAYABLE PURSUANT TO
APPLICABLE LAW BY BORROWER, BORROWER SHALL SEND (OR CAUSE TO BE SENT) TO LENDER
AN ORIGINAL OFFICIAL RECEIPT SHOWING PAYMENT OF SUCH NON EXCLUDED INDEMNIFIED
TAX OR OTHER EVIDENCE OF PAYMENT REASONABLY SATISFACTORY TO LENDER.
BORROWER
HEREBY INDEMNIFIES LENDER FOR ANY INCREMENTAL TAXES, INTEREST OR PENALTIES THAT
BECOME PAYABLE BY LENDER WHICH RESULT FROM ANY FAILURE BY BORROWER TO PAY ANY
SUCH NON EXCLUDED INDEMNIFIED TAX WHEN DUE TO THE APPROPRIATE TAXING AUTHORITY
OR ANY FAILURE BY BORROWER TO REMIT TO LENDER THE REQUIRED RECEIPTS OR OTHER
REQUIRED DOCUMENTARY EVIDENCE.
(B)
IN THE EVENT THAT LENDER OR ANY SUCCESSOR AND/OR ASSIGN OF LENDER
IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR A STATE
THEREOF (A "NON-U.S. ENTITY") LENDER AGREES THAT, PRIOR TO THE FIRST DATE ON
WHICH ANY PAYMENT IS DUE SUCH ENTITY HEREUNDER, IT WILL DELIVER TO BORROWER TWO
DULY COMPLETED COPIES OF UNITED STATES INTERNAL REVENUE SERVICE FORM W 8BEN OR W
8ECI OR SUCCESSOR APPLICABLE FORM, AS THE CASE MAY BE, CERTIFYING IN EACH CASE
THAT SUCH ENTITY IS ENTITLED TO RECEIVE PAYMENTS UNDER THE NOTE, WITHOUT
DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES.
EACH ENTITY
REQUIRED TO DELIVER TO BORROWER A FORM W 8BEN OR W 8ECI PURSUANT TO THE
PRECEDING SENTENCE FURTHER UNDERTAKES TO DELIVER TO BORROWER TWO FURTHER COPIES
OF SUCH FORMS, OR SUCCESSOR APPLICABLE FORMS, OR OTHER MANNER OF CERTIFICATION,
AS THE CASE MAY BE, ON OR BEFORE THE DATE THAT ANY SUCH FORM EXPIRES (WHICH, IN
THE CASE OF THE FORM W 8ECI, IS THE LAST DAY OF EACH U.S. TAXABLE YEAR OF THE
NON-U.S. ENTITY) OR BECOMES OBSOLETE OR AFTER THE OCCURRENCE OF ANY EVENT
REQUIRING A CHANGE IN THE MOST RECENT FORM PREVIOUSLY DELIVERED BY IT TO
BORROWER, AND SUCH OTHER EXTENSIONS OR RENEWALS THEREOF AS MAY REASONABLY BE
REQUESTED BY BORROWER, CERTIFYING IN THE CASE OF A FORM W 8BEN OR W 8ECI THAT
SUCH ENTITY IS ENTITLED TO RECEIVE PAYMENTS UNDER THE NOTE WITHOUT DEDUCTION OR
WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES, UNLESS IN ANY SUCH CASE
ANY CHANGE IN TREATY, LAW OR REGULATION HAS OCCURRED PRIOR TO THE DATE ON WHICH
ANY SUCH DELIVERY WOULD OTHERWISE BE REQUIRED WHICH RENDERS ALL SUCH FORMS
INAPPLICABLE OR WHICH WOULD PREVENT SUCH ENTITY FROM DULY COMPLETING AND
DELIVERING ANY SUCH FORM WITH RESPECT TO IT AND SUCH ENTITY ADVISES BORROWER
THAT IT IS NOT CAPABLE OF RECEIVING PAYMENTS WITHOUT ANY DEDUCTION OR
WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX.
Section 2.3
Prepayments.
2.3.1
VOLUNTARY PREPAYMENTS.
Except as otherwise provided herein, Borrower shall not have the right to prepay
the Loan