Common use of No withholdings Clause in Contracts

No withholdings. All payments required to be made by the Company hereunder shall be made free and clear of, and without set-off or counterclaim and without deduction or withholdings for, any and all present and future taxes, levies, imposts, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authority, except as provided in this Paragraph 3(f). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company is prohibited by operation of law from (i) making payments without set-off or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto, as provided above, then the payments due to the Bank hereunder shall be increased to such amount as may be necessary in order that the actual amount received after provision for such taxes, duties, levies, imposts, filing and other fees or other charges shall equal the amount that would have been received if such set-off, counter-claim, deduction or withholding were not required. The Company shall provide evidence that all applicable taxes imposed on the transactions contemplated by this Agreement have been paid to the appropriate taxing authority by delivery to the Bank of the official tax receipts or notarized copies of such receipts within the later of (i) 30 days after the due date for payment of any such tax or (ii) 10 days after the date on which the Company receives the official receipts for the payment of such tax.

No withholdings. All payments required to be made sums payable by Borrower under the Company hereunder Note, this Loan Agreement and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction free of any deductions or withholdings for, for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authoritycharges, except as provided in this Paragraph 3(fexcluding Excluded Taxes (collectively, “Taxes”). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company Borrower is prohibited by operation of any law from (i) making payments without set-off any such payment free of such deductions or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or withholdings with respect thereto, as provided aboveto Taxes, then the payments due Borrower shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Lenders after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges 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 set-off, counter-claim, 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 had a legal basis to deliver, but failed to deliver, to 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 Loan 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 result of such failure, Borrower was prohibited by the IRC from making any such payment free of such deductions or withholding. The Company Notwithstanding anything contained in this Section 2.8, 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 2.8 as a result of a Lender’s failure to deliver such forms). Such additional amount shall provide be due concurrently with the payment with respect to which such additional amount is owed in the amount of 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 that all applicable taxes imposed of the amount thereof, absent manifest error. Failure on the transactions contemplated by this Agreement have been paid 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 appropriate taxing authority by delivery applicable Lender’s) right to the Bank of the official tax receipts or notarized copies of such receipts within the later of (i) 30 days after the due date for payment of any such tax or (ii) 10 days after the date on which the Company receives the official receipts for the demand payment of such taxamount for any subsequent or prior period.

No withholdings. All payments required to be made sums payable by Obligor under this Loan Agreement, the Company hereunder Note and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction or withholdings for, free of any and all present and or future taxes, levies, imposts, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authority, except as provided in this Paragraph 3(f). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company is prohibited by operation of law from (i) making payments without set-off or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing deductions, charges and other fees withholdings and other charges of any nature, including any interest, penalties and expenses arising therefrom or all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which Agent or such Lender is organized or in which its principal executive office is located or, in the case of each Lender, in which its applicable lending office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, (iii) any backup withholding tax imposed by the United States of America (or any state or locality thereof) on Agent or a Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) any taxes imposed by FATCA (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as provided above“Taxes”). In the event that Obligor is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then the payments due Obligor shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Agent after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges 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 set-off, counter-claim, deduction or withholding were not required. The Company ; provided, however, that Obligor shall provide evidence that all applicable taxes imposed on not be obligated to pay such additional amount to a specific Lender if at the transactions contemplated by this Agreement have been paid time such Lender became a “Lender” hereunder, Obligor is required to deduct or withhold any sums solely because such Lender had a legal basis to deliver the appropriate taxing authority by delivery materials referred to in the Bank of the official tax receipts or notarized copies of such receipts within the later of following clauses (i) 30 days after and (ii) but such Lender fails either (i) to deliver to Obligor a duly completed 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 due date for payment 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 such tax United States federal income taxes or (ii) 10 days after to deliver to Obligor a duly executed 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 be, establishing that a full exemption exists from United States backup withholding tax, 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 such forms inapplicable or as a result of which such Lender can no longer deliver such forms. Notwithstanding anything contained in this Section 2.8, in no event will any Lender’s failure to deliver any such copies, or any renewal or extension thereof, affect, postpone or relieve Obligor from any obligation to pay interest, principal, Additional Interest and other amounts due under the Company receives the official receipts for the payment Loan Documents (other than amounts due under this Section 2.8 as a result of a Lender’s failure to deliver such taxcopies).

No withholdings. All payments required to be made sums payable by Borrowers under this Loan Agreement, the Company hereunder Note and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction free of any deductions or withholdings for, for any and all present and future taxes, 62383226 39 levies, imposts, deductions, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authority(collectively, except as provided in this Paragraph 3(f“Taxes”). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company is Borrowers are prohibited by operation of any law from (i) making payments without set-off any such payment free of such deductions or counterclaim withholdings with respect to Taxes as a result of any change in any applicable law, regulation or without deduction or withholding as provided above or (ii) paying, causing to be paidtreaty, or reimbursing in the Bank for interpretation or administration thereof by any domestic or foreign governmental authority charged with the cost interpretation or administration thereof (whether or not having the force of law), or by any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom domestic or with respect thereto, as provided aboveforeign court, then the payments due Borrowers shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Agent after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges 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 set-off, counter-claim, deduction or withholding were not required. The Company ; provided, however, that Borrowers shall provide evidence that all applicable taxes imposed not be obligated to pay such additional amounts attributable to Excluded Taxes. (a) Without limitation on the transactions contemplated by this Agreement have been paid to the appropriate taxing authority by delivery to the Bank generality of the official tax receipts proviso in the last sentence of Section 2.8(a), Borrowers shall not be obligated to pay any additional amounts on account of a specific Lender or notarized copies of the Agent if such receipts within the later of Lender or Agent fails to deliver to Borrowers: (i) 30 days after in the due date case of a Lender or Agent (or, if such Lender or Agent is a disregarded entity for payment United States federal income tax purposes, the Person treated, for United States federal income tax purposes, as the owner of the assets of such Lender or such Agent) that is not organized under the laws of the United States or a state thereof, a duly executed copy of United States Internal Revenue Service Form W‑8 BEN, W‑8 ECI or W‑8 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 such tax or United States federal income taxes, (ii) 10 days after the date on which the Company receives the official receipts for the payment of such 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 a full exemption from United States backup withholding tax, and/or (iii) other required form or documentation establishing that a full exemption exists from United States backup withholding tax.

No withholdings. All payments required to be made sums payable by Borrower under the Company hereunder Note, this Loan Agreement and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction free of any deductions or withholdings for, for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authoritycharges, except as provided in this Paragraph 3(fexcluding Excluded Taxes (collectively, “Taxes”). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company Borrower is prohibited by operation of any law from (i) making payments without set-off any such payment free of such deductions or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or withholdings with respect thereto, as provided aboveto Taxes, then the payments due Borrower shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Lenders after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges 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 set-off, counter-claim, 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 had a legal basis to deliver, but failed to deliver, to Borrower a duly executed copy of United States Internal Revenue Service Form X-0 XXX, X-0 ECI, W-9 or 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, as the case may be, 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 under the Loan Documents without deduction or withholding of 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 result of such failure, Borrower was prohibited by the IRC from making any such payment free (or at a reduced rate as aforesaid) of such deductions or withholding. The Company Notwithstanding anything contained in this Section 2.9, 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 as expressly set forth above in this Section 2.9). Such additional amount shall provide be due concurrently with the payment with respect to which such additional amount is owed in the amount of 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 that all applicable taxes imposed of the amount thereof, absent manifest error. Failure on the transactions contemplated by this Agreement have been paid 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 appropriate taxing authority by delivery applicable Lender’s) right to the Bank of the official tax receipts or notarized copies of such receipts within the later of (i) 30 days after the due date for payment of any such tax or (ii) 10 days after the date on which the Company receives the official receipts for the demand payment of such taxamount 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 of such Lender 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.

No withholdings. All payments required to be made sums payable by Borrowers under the Company hereunder Note, this Agreement and the other Financing Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction free of any deductions or withholdings for, for any and all present and future taxes, levies, imposts, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authority, except as provided in this Paragraph 3(f). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of CreditTaxes. In the event that the Company any Borrower is prohibited by operation of any law from (i) making payments without set-off any such payment free of such deductions or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or withholdings with respect thereto, as provided aboveto Taxes, then the payments due such Borrower shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Lenders after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges 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 set-off, counter-claim, deduction or withholding were not required; provided, however, no Borrower shall be obligated to pay such additional amount on account of a specific Lender if (a) Borrowers are required to deduct or withhold any sums under the law in effect as of the date that such Lender becomes a “Lender” hereunder (unless such law similarly affects Agent or any Lender which was theretofore a “Lender” hereunder and Borrowers are already required to pay such additional amounts to Agent or any such Lender as of such date pursuant to the terms hereof, in which case, Borrowers shall be required to pay such additional amounts to such new “Lender”), (b) solely because a Lender, although having a legal basis to do so, fails to deliver to Borrowers 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 (c) solely because such Lender, although having a legal basis to do so, fails to deliver to Borrowers 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 result of such failure, any Borrower was prohibited by the Code, from making any such payment free of such deductions or withholding. The Company Notwithstanding anything contained in this Section 2.15, in no event will any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrowers from any obligation to pay Interest, principal and other amounts due under the Financing Documents (other than amounts due under this Section 2.15 as a result of a Lender’s failure to deliver such forms). Such additional amount shall provide be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agent (or the applicable Lender). A certificate as to the amount of Taxes submitted by Agent to Borrowers setting forth Agent’s (or the applicable Lender’s) basis for the determination of Taxes shall be conclusive evidence that all applicable taxes imposed of the amount thereof, absent manifest error. Failure on the transactions contemplated by this Agreement have been paid part of Agent to demand payment from Borrowers or any other Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the appropriate taxing authority by delivery applicable Lender’s) right to the Bank of the official tax receipts or notarized copies of such receipts within the later of (i) 30 days after the due date for payment of any such tax or (ii) 10 days after the date on which the Company receives the official receipts for the demand payment of such taxamount for any subsequent or prior period.

No withholdings. All payments required to be made sums payable by Borrower under the Company hereunder Note, this Loan Agreement and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction free of any deductions or withholdings for, for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, “Taxes”) (other charges of any nature whatsoever imposed by any taxing authority, except as provided in this Paragraph 3(fthan Excluded Taxes). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company Borrower is prohibited by operation from making any such payment free of law from (i) making payments without set-off such deductions or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or withholdings with respect thereto, as provided aboveto Taxes (other than Excluded Taxes), then the payments due Borrower shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Lenders after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and after payment of any additional Taxes (other fees or other charges 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 set-off, counter-claim, 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. The Company 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 provide evidence that all 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 taxes imposed Lender). Failure on the transactions contemplated by this Agreement have been paid 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 appropriate taxing authority by delivery applicable Lender’s) right to the Bank of the official tax receipts or notarized copies demand payment of such receipts within the later of amount for any subsequent or prior period; provided, however, that no demand for any payment hereunder may be made more than one hundred eighty (i180) 30 days after the due date for payment of 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 tax Lender or (ii) 10 days after Agent, as the date on which the Company receives the official receipts for the payment 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.