Common use of No withholdings Clause in Contracts

No withholdings. All sums payable by Borrower under the Note, this Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all Taxes. In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount solely because Agent and/or any Lender, although having a legal basis to do so, fails to deliver to Borrower a duly executed copy of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Code, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 24, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal and other amounts due under the Loan Documents (other than amounts due under this Section 24 as a result of Agent’s or any Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agent. A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s right to demand payment of such amount for any subsequent or prior period.

No withholdings. All sums payable by Borrower the Borrowers under the NoteNotes, this Agreement and the other Loan Financing Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, “Taxes”). In the event that any Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then such Borrower shall pay such additional amount to the Administrative Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that no Borrower shall not be obligated to pay such additional amount on account of a specific Lender if at the time such Lender became a “Lender” hereunder, the Borrowers are required to deduct or withhold any sums solely because Agent and/or any a Lender, although having a legal basis to do so, fails to deliver to the Administrative Borrower (a) a duly executed copy of United States Internal Revenue Service Form W-8 BEN or W-8 ECI or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender is entitled to receive payments hereunder or under the other Financing Documents without deduction or withholding of any United States federal income taxes or (b) a duly executed United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, any Borrower was prohibited by the CodeIRC, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 242.17, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower the Borrowers from any obligation to pay Base Interest, principal and other amounts due under the Loan Financing Documents (other than amounts due under this Section 24 2.17 as a result of Agent’s or any a Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agentthe Administrative Agent (or the applicable Lender). A certificate as to the amount of Taxes submitted by the Administrative Agent to the Administrative Borrower setting forth the Administrative Agent’s (or the applicable Lender’s) basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of the Administrative Agent to demand payment from the Administrative Borrower or any other Borrower for any Taxes attributable to any particular period shall not constitute a waiver of the Administrative Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period. If the Administrative Agent or any Lender shall obtain a refund of any withholdings that have been paid by any Borrower, then, provided, that no Default or Event of Default shall have then occurred and be continuing, the Administrative Agent or such Lender, as the case may be, shall remit to the Administrative Borrower the amount of such refund so received after deducting all costs and expenses that were incurred by the Administrative Agent or such Lender, as the case may be, in connection therewith.

No withholdings. All sums payable by Borrower under the Note, this Loan Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, “Taxes”) other than Excluded Taxes. In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to TaxesTaxes as a result of any change in any applicable law, regulation or treaty, or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount amounts attributable to Excluded Taxes. In addition, Borrower shall not be obligated to pay such additional amounts on account of a specific Lender or the Agent if at the time such Lender became a “Lender” hereunder or at the time Agent became the “Agent” hereunder or as a result of the failure to update a form or document described below or in Section 9.10, Borrower is required to deduct or withhold any sums solely because such Lender or Agent and/or any Lender, although having had a legal basis to do sodeliver, fails but failed to deliver deliver, to Borrower (a) a duly executed copy of United States Internal Revenue Service Form X-0 XXX, X-0 ECI or W-8 BEN IMY and/or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender or Agent is entitled to receive payments hereunder or under the other Loan Documents without deduction or withholding of any United States federal income taxes, (b) a duly executed United States Internal Revenue Service Form W-9 or any successor form or any required renewal thereof, thereof and/or (c) other required form or documentation establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Codeapplicable Legal Requirements, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 242.10, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 24 2.10 as a result of Agent’s or any a Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by AgentAgent (or the applicable Lender). A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s (or the applicable Lender’s) basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period.

No withholdings. All sums payable by Borrower under the Note, this Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all Taxes. In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then Borrower shall pay such additional amount to Agent Lender as may be necessary in order that the actual amount received by Agent and the Lenders Lender after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount solely because Agent and/or any Lender, although having a legal basis to do so, fails to deliver to Borrower a duly executed copy of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Code, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 24, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal and other amounts due under the Loan Documents (other than amounts due under this Section 24 as a result of Agent’s or any Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by AgentLender. A certificate as to the amount of Taxes submitted by Agent Lender to Borrower setting forth AgentLender’s basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent Lender to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of AgentLender’s right to demand payment of such amount for any subsequent or prior period.

No withholdings. All sums payable by Borrower under the Note, this Loan Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, “Taxes”) other than Excluded Taxes. In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; 62528184 35 provided, however, that Borrower shall not be obligated to pay such additional amount on account of a specific Lender if at the time such Lender became a “Lender” hereunder, Borrower is required to deduct or withhold any sums solely because Agent and/or any Lender, although having such Lender had a legal basis to do sodeliver, fails but failed to deliver deliver, to Borrower (a) a duly executed copy of United States Internal Revenue Service Form X-0 XXX, X-0 ECI or W-81MY or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender is entitled to receive payments hereunder or under the other Loan Documents without deduction or withholding of any United States federal income taxes or at a reduced rate of withholding for such taxes or (b) a duly executed United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Code, IRC from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 242.8, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 24 2.8 as a result of Agent’s or any a Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by AgentAgent (or the applicable Lender). A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s (or the applicable Lender’s ) basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period.

No withholdings. 9.1 All sums payable by Borrower the Warrantors under the Notethis Agreement (including, but not limited to, this Agreement and the other Loan Documents, shall Schedule 5) must be paid in full free of and without set-off any rights of counterclaim or counterclaims set off, and free of without deduction or withholding on any deductions or withholdings for any and all Taxes. In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxesground whatsoever, then Borrower shall pay such additional amount to Agent save only as may be necessary in order that the actual amount received required by Agent and the Lenders after such law. If any deduction or withholding (and after payment of any additional Taxes due as a consequence is required by law the Warrantors must: 9.1.1 provide such evidence of the payment of relevant withholding as the Buyer may reasonably require; and 9.1.2 pay to the Buyer such additional amount) shall amount as will ensure that, after the deduction or withholding has been made, the Buyer will have received a sum equal to the amount that the Buyer would otherwise have been received if such in the absence of the deduction or withholding. 9.2 To the extent that any deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such in respect of which an additional amount solely because Agent and/or any Lenderhas been paid under paragraph 9.1 results in the Buyer obtaining a Relief, although having a legal basis the Buyer must pay to do sothe Warrantors, fails within ten (10) Business Days of the use or set off of the Relief, an amount equal to deliver to Borrower a duly executed copy the lesser of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and the Tax saved as a result of such failureuse or set off and the additional sum paid under paragraph 9.1, Borrower was prohibited by provided that the Code, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 24, in no event Buyer will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation not be obliged to pay Base Interest, principal and other amounts due under to the Loan Documents Warrantors an amount in excess of the amount which will leave it (other than amounts due after that payment) in the same after-Tax position as it would have been had the Warrantors not been required to make such withholding or deduction. 9.3 Subject to paragraph 9.4 if any Tax Authority charges to Tax any sum paid (the “Original Payment”) to the Buyer under this Section 24 as a result of Agent’s or any Lender’s failure to deliver such forms). Such additional amount Agreement the Warrantors shall be due concurrently with obliged to pay to the payment with respect to which Buyer such additional amount is owed in (the amount “Additional Payment”) as will ensure that, after the payment of Taxes certified by Agent. A certificate as the Tax so charged on the Original Payment and any Tax chargeable on the Additional Payment, there shall remain a net sum equal to the amount of Taxes submitted by Agent the Original Payment, the Additional Payment to Borrower setting forth Agent’s basis be paid five (5) Business Days after the Buyer has served notice that Tax on the Original Payment has become due and payable, or would have become due and payable but for the determination availability of Taxes a Buyer’s Relief. 9.4 The Warrantors shall not be conclusive evidence required to pay the Buyer the Additional Payment pursuant to paragraph 9.3 to the extent that the Original Payment becomes subject to Tax in the hands of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any Taxes attributable Buyer due to any particular period shall not constitute a waiver act of Agent’s right the Buyer which causes the payment to demand payment fall outside of such amount for any subsequent or prior periodthe scope of H M Revenue & Customs Extra Statutory Concession D33.

No withholdings. All sums payable by Borrower under the Note, this Loan Agreement and the other Loan Documents, shall be paid in full and without set-set- off or counterclaims and free of any deductions or withholdings for any and all taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, ‘Taxes”) (other than Excluded Taxes). In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes (other than Excluded Taxes), then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes (other than Excluded Taxes) due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or ________________________________________________________________________________________________________________________ withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount on account of a specific Lender if at the time such Lender became a “Lender” hereunder, Borrower is required to deduct or withhold any sums solely because Agent and/or any Lendersuch Lender was legally permitted to deliver, although having a legal basis but failed to do sodeliver, fails to deliver to Borrower a (a) two (2) duly executed copy and validly completed (including attachments) copies of United States Internal Revenue Service Form W-8 BEN or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender is entitled to receive payments hereunder or under the other Loan Documents without deduction or withholding (or at a reduced rate) of any United States federal income taxes or (b) two (2) duly executed (and validly completed (including any attachments)) copies of United States Internal Revenue Service Form W-8 or W-9 or any successor form or any required renewal thereofthereof as the case may be, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Code, IRC from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 242.10, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 24 2.10 as a result of Agent’s or any a Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes (other than Excluded Taxes) certified by Agent. A certificate as to Agent (or the amount of Taxes submitted by Agent to Borrower setting forth Agent’s basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest errorapplicable Lender). Failure on the part of Agent to demand payment from Borrower for any Taxes (other than Excluded Taxes) attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period; provided, however, that no demand for any payment hereunder may be made more than one hundred eighty (180) days after the same has accrued. If Borrower is obligated to pay any material additional amounts described in this Section 2.10 to a Lender or Agent, then, at Borrower’s sole reasonable cost and expense, such Lender or Agent, as the case may be, shall make reasonable efforts to designate another lending branch or agency of such Lender or Agent to maintain its share of the Loan if such designation would avoid the need for, or materially reduce the amount of, such additional amounts and would not, in the good faith opinion of such Lender or Agent, result in any adverse economic, tax, legal or regulatory consequences for, or otherwise be disadvantageous to, such Lender or Agent or such lending branch or agency.

No withholdings. All sums payable by Borrower under the NoteNotes, this Loan Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, “Taxes”) other than Excluded Taxes. In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to TaxesTaxes as a result of any change in any applicable law, regulation or treaty, or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount amounts attributable to Excluded Taxes. In addition, Borrower shall not be obligated to pay such additional amounts on account of a specific Lender or Agent if at the time such Lender became a “Lender” hereunder or at the time Agent became the “Agent” hereunder or as a result of the failure to update a form or document described below or in Section 9.10, Borrower is required to deduct or withhold any sums solely because such Lender or Agent and/or any Lender, although having had a legal basis to do sodeliver, fails but failed to deliver deliver, to Borrower (a) a duly executed copy of United States Internal Revenue Service Form X-0 XXX, X-0 ECI or W-8 BEN IMY and/or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender or Agent is entitled to receive payments hereunder or under the other Loan Documents without deduction or withholding of any United States federal income taxes, (b) a duly executed United States Internal Revenue Service Form W-9 or any successor form or any required renewal thereof, thereof and/or (c) other required form or documentation establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Codeapplicable Legal Requirements, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 242.10, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 24 2.10 as a result of Agent’s or any a Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by AgentAgent (or the applicable Lender). A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s (or the applicable Lender’s) basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period.

No withholdings. All sums payable by Borrower under the Note, this Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all Taxes. In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount solely because Agent and/or any Lender, although having a legal basis to do so, fails to deliver to Borrower a duly executed copy of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Code, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 24, in no event will Agent’s 's or any Lender’s 's failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal and other amounts due under the Loan Documents (other than amounts due under this Section 24 as a result of Agent’s 's or any Lender’s 's failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agent. A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s 's basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s 's right to demand payment of such amount for any subsequent or prior period.

No withholdings. All sums payable by Borrower under the Note, this Loan Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges, excluding Excluded Taxes (collectively, “Taxes”). In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Agent and the Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount on account of a specific Lender if at the time such Lender became a “Lender” hereunder, Borrower is required to deduct or withhold any sums solely because Agent and/or any Lender, although having such Lender had a legal basis to do sodeliver, fails but failed to deliver deliver, to Borrower a duly executed copy of United States Internal Revenue Service Form W-8 BEN or X-0 XXX, X-0 ECI, W-9 or any successor other form or statement prescribed by law from time to time and applicable to a Lender (in such number of copies as may be prescribed by law from time to time), and any required renewal thereof, establishing that a full exemption exists from as the case may be, which, pursuant to the applicable provisions of an income tax treaty between the United States backup and the country of residence of the Lender, the IRC, or any applicable rule or regulation under the IRC, indicate that such Lender is entitled to receive payments under the Loan Documents without deduction or withholding taxof any United States federal income taxes, or at a tax rate that is reduced to zero (or, upon written request of Borrower specifying the applicable form which such Lender may in accordance with law sign with no disadvantageous consequences to it or any of its affiliates as determined by such Lender, at a reduced rate of tax or deduction), and as a result of such failure, Borrower was prohibited by such treaty, the Code, IRC or such applicable rule or regulation from making any such payment free (or at a reduced rate as aforesaid) of such deductions or withholding. Notwithstanding anything contained in this Section 242.9, in no event will Agent’s or any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 24 as a result of Agent’s or any Lender’s failure to deliver such forms)set forth above. Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by AgentAgent (or the applicable Lender). A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s (or the applicable Lender’s ) basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period. In the event that Borrower is obligated to pay any additional amounts described in this Section 2.9 in respect of the Loan, the applicable Lender shall, at no cost to such Lender, make commercially reasonable efforts to designate another of its lending offices to be the Applicable Lending Office if, in the reasonable judgment of such Lender, doing so would avoid or materially reduce such additional amounts payable by Borrower and would not be disadvantageous to such Lender. Nothing in the immediately foregoing sentence shall postpone Borrower’s obligation to pay such additional amounts as and when they become payable hereunder.