Common use of Unconditional Obligations and No Deductions Clause in Contracts

Unconditional Obligations and No Deductions. The Borrower's obligation to make all payments provided for in this Agreement and/or the Notes shall be unconditional. Each such payment shall be made without deduction for any claim, defense or offset of any type, including, without limitation, any withholdings and other deductions on account of income or other taxes and regardless of whether any claims, defenses or offsets of any type exist; provided, however, that the foregoing shall not apply to any withholding tax or other amount that the Borrower is legally prohibited from paying a Bank or Banks or an Issuing Bank or Issuing Banks or where the Borrower could incur a civil or criminal penalty it if paid such amount to a Bank or Banks or an Issuing Bank or Issuing Banks. However, this Section 2.05 (c) shall not constitute a waiver of any claims the Borrower may hereafter have at law against any of the Banks or Issuing Banks. Amounts withheld by the Borrower and remitted to proper taxing or other governmental authorities shall be treated as having been paid by the Borrower to the Agent for the benefit of the Bank or Issuing Bank as to which such withholding was made under this Agreement.