Common use of No withholdings Clause in Contracts

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 taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, ‘Taxes”) (other than Excluded Taxes). In the event that Borrower is prohibited 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 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 such Lender was legally permitted to deliver, but failed to deliver, to Borrower (a) two (2) duly executed and validly completed (including attachments) copies of United States Internal Revenue Service Form W-8 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 thereof as the case may be, establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the IRC from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.10, in no event will 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 Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 as a result of 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 (or the applicable 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- 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 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 (other than Excluded Taxeswhether 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 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 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” hereunderhereunder 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 was legally permitted or Agent had a legal basis to deliver, but failed to deliver, to Borrower (a) two (2) a duly executed and validly completed (including attachments) copies copy of United States Internal Revenue Service Form X-0 XXX, X-0 ECI or W-8 or 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 (or at a reduced rate) of any United States federal income taxes or taxes, (b) two (2) a 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 thereof as the case may be, and/or (c) other required form or documentation establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the IRC applicable Legal Requirements, from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.10, in no event will 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 Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 as a result of Agent’s or 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 (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 (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 the Borrowers under the NoteNotes, this Loan Agreement and the other Loan Financing Documents, shall be paid in full and without set- 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 any 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 such Borrower shall pay such additional amount to the Administrative Agent as may be necessary in order that the actual amount received by 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 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, Borrower is the Borrowers are required to deduct or withhold any sums solely because such Lender was legally permitted a Lender, although having a legal basis to deliverdo so, but failed fails to deliver, deliver to the Administrative Borrower (a) two (2) a duly executed and validly completed (including attachments) copies 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 Loan Financing Documents without deduction or withholding (or at a reduced rate) of any United States federal income taxes or (b) two (2) a duly executed (and validly completed (including any attachments)) copies of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof as the case may bethereof, establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, any Borrower was prohibited by the IRC IRC, from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.102.17, in no event will 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 Interest, principal, Additional Interest principal and other amounts due under the Loan Financing Documents (other than amounts due under this Section 2.10 2.17 as a result of 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 the 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 (other than Excluded 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, however, that no demand for any payment hereunder may Default or Event of Default shall have then occurred and be made more than one hundred eighty (180) days after continuing, the same has accrued. If Borrower is obligated to pay any material additional amounts described in this Section 2.10 to a Lender Administrative Agent or Agent, then, at Borrower’s sole reasonable cost and expense, such Lender or AgentLender, as the case may be, shall make reasonable efforts remit to designate another lending branch or agency the Administrative Borrower the amount of such Lender or Agent to maintain its share of refund so received after deducting all costs and expenses that were incurred by 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 Administrative Agent or such lending branch or agencyLender, 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- 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 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 (other than Excluded Taxeswhether 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 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 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” hereunderhereunder 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 was legally permitted or Agent had a legal basis to deliver, but failed to deliver, to Borrower (a) two (2) a duly executed and validly completed (including attachments) copies copy of United States Internal Revenue Service Form X-0 XXX, X-0 ECI or W-8 or 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 (or at a reduced rate) of any United States federal income taxes or taxes, (b) two (2) a 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 thereof as the case may be, and/or (c) other required form or documentation establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the IRC applicable Legal Requirements, from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.10, in no event will 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 Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 as a result of Agent’s or 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 (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 (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 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 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 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 such Lender was legally permitted to deliver, but failed to deliver, to Borrower (a) two (2) duly executed and validly completed (including attachments) copies of United States Internal Revenue Service Form W-8 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 thereof as the case may be, establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the IRC from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.10, in no event will 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 Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 as a result of 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 (or the applicable 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 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 present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges charges, excluding Excluded Taxes (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 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 such Lender was legally permitted had a legal basis to deliver, but failed to deliver, to Borrower (a) two (2) a duly executed and validly completed (including attachments) copies copy of United States Internal Revenue Service Form W-8 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 37 law from time to time), and any required renewal thereof, as the case may be, certifying in each case which, pursuant to the applicable provisions of an income tax treaty between the United States 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 hereunder or under the other Loan Documents without deduction or withholding (or at a reduced rate) of any United States federal income taxes taxes, or at a tax rate that is reduced to zero (b) two (2) duly executed (and validly completed (including any attachments)) copies or, upon written request of United States Internal Revenue Service Form W-8 or W-9 Borrower specifying the applicable form which such Lender may in accordance with law sign with no disadvantageous consequences to it or any successor form of its affiliates as determined by such Lender, at a reduced rate of tax or any required renewal thereof as the case may be, establishing that a full exemption exists from United States backup withholding taxdeduction), and as result of such failure, Borrower was prohibited by such treaty, the IRC or such applicable rule or regulation from making any such payment free (or at a reduced raterate as aforesaid) of such deductions or withholding. Notwithstanding anything contained in this Section 2.102.9, in no event will 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 Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 as a result of a 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 (other than Excluded Taxes) certified by Agent (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 (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, . In the event 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 2.9 in respect of the Loan, the applicable Lender or Agent, thenshall, at Borrower’s sole reasonable no cost and expenseto such Lender, such Lender or Agent, as the case may be, shall make commercially reasonable efforts to designate another of its lending branch or agency offices to be the Applicable Lending Office if, in the reasonable judgment of such Lender or Agent to maintain its share of the Loan if such designation Lender, doing so would avoid the need for, or materially reduce the amount of, such additional amounts payable by Borrower and would not, not be disadvantageous to such Lender. Nothing in the good faith opinion of immediately foregoing sentence shall postpone Borrower’s obligation to pay 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 agencyadditional amounts as and when they become payable hereunder.

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 present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges charges, excluding Excluded Taxes (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 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 such Lender was legally permitted had a legal basis to deliver, but failed to deliver, to Borrower (a) two (2) a duly executed and validly completed (including attachments) copies 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 Loan Documents without deduction or withholding (or at a reduced rate) of any United States federal income taxes or (b) two (2) a duly executed (and validly completed (including any attachments)) copies of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof as the case may bethereof, establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the IRC from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.102.8, in no event will 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 Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 2.8 as a result of 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 (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 (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 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 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 (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 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; 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 such Lender was legally permitted had a legal basis to deliver, but failed to deliver, to Borrower (a) two (2) a duly executed and validly completed (including attachments) copies copy of United States Internal Revenue Service Form W-8 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 (or at a reduced rate) of any United States federal income taxes or at a reduced rate of withholding for such taxes or (b) two (2) a duly executed (and validly completed (including any attachments)) copies of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof as the case may bethereof, establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the IRC from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.102.8, in no event will 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 Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 2.8 as a result of 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 (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 (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 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 such Lender was legally permitted Agent and/or any Lender, although having a legal basis to deliverdo so, but failed fails to deliver, deliver to Borrower (a) two (2) a duly executed and validly completed (including attachments) copies copy of United States Internal Revenue Service Form W-8 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 BEN or W-9 or any successor form or any required renewal thereof as the case may bethereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the IRC Code, from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.1024, in no event will Agent'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, Additional Interest principal and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 24 as a result of a Agent'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 (other than Excluded Taxes) certified by Agent. A certificate as to the amount of Taxes submitted by Agent (or to Borrower setting forth Agent's basis for the applicable Lender)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 (other than Excluded Taxes) attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) '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 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 Lender as may be necessary in order that the actual amount received by Lenders Lender 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 such Lender was legally permitted Lender, although having a legal basis to deliverdo so, but failed fails to deliver, deliver to Borrower (a) two (2) a duly executed and validly completed (including attachments) copies copy of United States Internal Revenue Service Form W-8 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 BEN or W-9 or any successor form or any required renewal thereof as the case may bethereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the IRC Code, from making any such payment free (or at a reduced rate) of such deductions or withholding. Notwithstanding anything contained in this Section 2.1024, in no event will 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, Additional Interest principal and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 24 as a result of 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 (or Lender. A certificate as to the applicable amount of Taxes submitted by Lender to Borrower setting forth 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 Lender to demand payment from Borrower for any Taxes (other than Excluded Taxes) attributable to any particular period shall not constitute a waiver of AgentLender’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.