Unconditional Payment. The Borrower is and shall be --------------------- obligated to pay principal, interest and any and all other amounts which become payable hereunder or under the other Related Documents (hereinafter referred to as "Payments") without abatement, postponement, diminution or deduction, and free and clear of, and without deduction for, any and all present and future taxes, levies, imposts, duties, fees, charges, deductions or withholdings of any nature (hereinafter referred to as "Deductions"). In the event that the laws of the United States or of any state in the United States require withholding of any Deductions from Payments to be delivered to any Lender (other than the Agent), then the Agent shall withhold from portions of the Payments delivered by the Agent to any such Lender the sums required by law to be so withheld, and Borrower agrees to pay the full amount of all Payments to the Agent. Notwithstanding the foregoing, in the event the Agent is also a Lender hereunder and in the event that Borrower is required to withhold Deductions from Payments made to Agent on account of Agent's monetary participation as Lender in the Loans, as opposed to its role as Agent, then Borrower shall withhold such Deductions from Payments owing to Agent for its own account. In the event that Agent is organized under the laws of a jurisdiction other than the U.S., prior to the due date of any payments under the Loans or LC Obligations, Agent shall deliver to the Borrower, on or about the first scheduled payment date in each calendar year, a United States Internal Revenue Service Form 4224 or Form 1001, as may be applicable (or any successor form), appropriately completed.
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Sources: Credit Agreement (Nova Corp \Ga\)
Unconditional Payment. The Borrower Maker is and shall be --------------------- obligated to pay principalall Principal, interest and any and all other amounts which become payable hereunder or under the other Related Documents (hereinafter referred to as "Payments") this Promissory Note absolutely and unconditionally and without any abatement, postponement, diminution or deduction, and free and clear of, deduction whatsoever and without deduction forany reduction for counterclaim or setoff whatsoever. Notwithstanding the foregoing or anything else in this Promissory Note to the contrary, Maker shall be entitled to deduct and withhold any and all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), required by applicable law to be withheld or deducted from any and all amounts payable under this Promissory Note. To the extent that any such Taxes are so withheld or deducted, such withheld Taxes shall be timely paid by Maker to the relevant governmental taxing authorities in accordance with applicable law and shall be treated for all purposes of this Promissory Note as having been paid to Payee, and Maker shall promptly deliver proof of such payment and related filings to Payee. If at least three Business Days prior to a payment of interest hereunder, Payee has delivered to Maker a valid and properly completed and executed Internal Revenue Service Form W-8BEN-E certifying (a) that Payee is the beneficial owner of such interest payment and not a U.S. person and a certificate executed by a senior officer of Payee certifying that Payee is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), a “10 percent shareholder” of Maker within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, (b) that Payee is not otherwise subject to U.S. federal withholding taxes under Sections 1471 through 1474 of the Code, any regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement or under any other provisions of the Code, and Section 881(c) of the Code as in effect on the date hereof (or its successor) is still in effect at the time of such payment, Maker agrees to apply the exemption for portfolio interest under Section 881(c) of the Code, as in effect on the date hereof, and not to withhold any U.S. federal withholding taxes from such interest payment; provided, however, that (v) if any form or certification previously delivered by Payee pursuant to this sentence expires or becomes obsolete or inaccurate in any respect, Payee shall update such form or certification or promptly notify Maker in writing of its legal inability to do so, and (w) Payee shall indemnify and hold harmless Maker from and against any and all Taxes imposed on, and any related fees, chargescosts or expenses incurred by, deductions Maker as a result of Payee failing to comply with clause (v), any inaccuracy in any form or withholdings certification to delivered to Maker pursuant to this sentence, or any such interest payment not qualifying for the exemption for portfolio interest under Section 881(c) of the Code. If the Payee may not claim the exclusion from U.S. federal withholding tax under Section 881(c) (or its successor) of the Code, in lieu of the certification provided for in the preceding sentence, it shall have the right to provide a properly completed and executed Internal Revenue Service Form W-8BEN-E on which it claims the benefits of an applicable tax treaty to reduce the rate of U.S. federal withholding tax to the rate provided for under such treaty, and Maker shall withhold in accordance with such form; provided, however, that (y) if any nature form or certification previously delivered by Payee pursuant to this sentence expires or becomes obsolete or inaccurate in any respect, Payee shall update such form or certification or promptly notify Maker in writing of its legal inability to do so, and (hereinafter referred z) Payee shall indemnify and hold harmless Maker from and against any and all Taxes imposed on, and any related fees, costs or expenses incurred by, Maker as a result of Payee failing to as "Deductions"comply with clause (y), any inaccuracy in any form or certification to delivered to Maker pursuant to this sentence, or any such interest payment not qualifying for reduction in U.S. federal withholding tax under such treaty. In the event that the laws If at any time any payment received by Payee hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of any state in debts, or similar laws affecting the United States require withholding rights of any Deductions from Payments to be delivered to any Lender creditors (other than the Agent“Debtor Relief Law”), then the Agent obligation to make such payment shall withhold from portions survive any cancellation or satisfaction of this Promissory Note or return thereof to Maker and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Promissory Note, but shall remain a valid and binding obligation enforceable in accordance with the Payments delivered by the Agent to any such Lender the sums required by law to be so withheldterms and provisions hereof, and Borrower agrees to pay the full amount of all Payments to the Agent. Notwithstanding the foregoing, in the event the Agent is also a Lender hereunder such payment shall be immediately due and in the event that Borrower is required to withhold Deductions from Payments made to Agent on account of Agent's monetary participation as Lender in the Loans, as opposed to its role as Agent, then Borrower shall withhold such Deductions from Payments owing to Agent for its own account. In the event that Agent is organized under the laws of a jurisdiction other than the U.S., prior to the due date of any payments under the Loans or LC Obligations, Agent shall deliver to the Borrower, on or about the first scheduled payment date in each calendar year, a United States Internal Revenue Service Form 4224 or Form 1001, as may be applicable (or any successor form), appropriately completedpayable upon demand.
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