3.5 The Charges and other payments payable by the Bank under this Agreement shall be paid in full without any set-off, counter claim or deduction whatsoever, except for the deduction of withholding tax, if any, levied and imposed on the Charges and other payments made by the Bank to ICBCTL in accordance with the Revenue Code. Upon each deduction of the withholding tax, the Bank shall issue to ICBCTL a withholding tax certificate, stating the amount of tax so withheld by the Bank, which certificate shall be in the form as prescribed by the Revenue Code and ICBCTL shall provide the Bank with a receipt and tax invoice (if applicable) of the Charges and/or other payment by ICBCTL.