Any payment hereunder received by the Payee after 1:00 p.m. (New York City time) on any day, will be deemed to have been received on the next succeeding day. All payments to be made to the Payee under this Note shall be made in the lawful money of the United States of America in immediately available funds without setoff, counterclaim or deduction, including, without limitation, any deduction or withholding for or on account of any tax imposed upon any Owner, the Payee or the Maker unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If the Maker is so required to deduct or withhold, then the Maker will (a) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount of tax required to be deducted or withheld from any additional amount paid by the Maker to any Owner or the Payee hereunder) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such an amount has been assessed against any Owner or the Payee, and in any event before penalties attach thereto or interest accrues thereon, (b) promptly forward to the Owners an official receipt (or certified copy), or other documentation reasonably acceptable to the Owners, evidencing such payment to such authorities and (c) in addition to the payment which any Owner or the Payee is otherwise entitled under this Note, if such withholding is on account of any tax imposed upon the Maker, pay to the Owners and the Payee such additional amount as is necessary to ensure that the net amount actually received by the Owners and the Payee (free and clear of taxes assessed against the Maker) will equal the full amount the Owners and the Payee would have received had no such deduction or withholding been required. If (i) the Maker is required to make any deduction or withholding on account of any tax from any payment made by it under this Note, (ii) the Maker does not make the deduction or withholding, and (iii) a liability for or on account of the tax is therefore assessed directly against any Owner or the Payee, the Maker shall pay to the Owners and the Payee, promptly after deemed, the amount of the liability (including any related liability for interest or penalties).