Payments. All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply with the next sentence of this Section 16.1. If any Indemnified Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, that Borrower shall not be required to increase any such amounts to the extent that the increase in such amount payable results from Agent's or such Lender's own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies ("Other Taxes") that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a "Tax Indemnitee") for the full amount of Indemnified Taxes or Other Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes or Other Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification, as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes or Other Taxes resulting from gross negligence or willful misconduct of such Tax Indemnitee as finally determined by a court of competent jurisdiction). The obligations of the Borrower and Loan Parties under this Section 16 shall survive the termination of this Agreement and the repayment of the Loans.

Payments. All payments made by BorrowerBorrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, alldefense, except to the extent required by applicable law. All such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, BorrowerBorrowers shall comply with the next sentence of this [SectionSection 16.1].1. If any Indemnified Taxes are so levied or imposed, Borrower agreesBorrowers agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this [SectionSection 16.1]1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, that Borrower shall not be required to increase any such amounts to the extent that the increase in such amount payable results from Agent's or such Lender's own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrowerherein. Borrowers will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of taxTax receipts evidencing such payment by Borrower. Borrower agreesBorrowers. Borrowers agree to pay any present or future stamp, value added or documentary taxesTaxes or any other excise or property taxes,Taxes, charges, or similar levies ("Other Taxes") that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a "Tax Indemnitee") for the full amount of Indemnified Taxes or OtherDocument (other than any such Taxes arising in connection with this Agreementas a result of an assignment, participation or any other Loan Document (including, without limitation, any Indemnified Taxes or Other Taxes imposed or asserted on, or attributable to, amounts payable under this [Section 16]) imposed on, or paid by, such Tax Indemnitee and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification, as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes or Other Taxes resulting from gross negligence or willful misconduct of such Tax Indemnitee as finally determined by a court of competent jurisdiction)transfer hereunder). The obligations of the Borrower and Loan Parties under this [Section 16] shall survive the termination of this Agreement and the repayment of the Loans.

Payments. All payments made by Borrower hereunder orany Loan Party under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowerthe applicable Loan Party shall comply withmake the next sentencerequisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of this Section 16.1. If any such Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Taxes areor an Indemnified Tax is so levied or imposed, Borrower agreesthe Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section[Section 16.11] after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, that Borrower shall not be required to increase any such amounts to the extent that the increase in such amount payable results from Agent's or such Lender's own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrowerherein. The Loan Parties will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any presentOther Taxes or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies ("reimburse Agent for such Other Taxes") that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.Taxes upon Agent’s demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a "Tax Indemnitee"“Tax Indemnitee”) for the full amount of Indemnified Taxes or Other Taxes arising in connection with this Agreement or any other Loan Document or breach thereof by any Loan Party (including, without limitation, any Indemnified Taxes or Other Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys, experts, or consultantsattorneys and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification,tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes or Other Taxes resultingand additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee as finally determined by a court of competent jurisdiction)Indemnitee). The obligations of the Borrower and Loan Parties under this Section 16 shall survive the termination of this AgreementAgreement, the resignation and replacement of the Agent, and the repayment of the Loans.Obligations.

All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, andexcept as required by applicable law. If any applicable law (as determined in the event anygood faith discretion of an applicable Withholding Agent) requires the deduction or withholding of Indemnified Taxes is required, Borrowerany Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall comply with the next sentence of this [Section 16.1]. If any Indemnified Taxes are so leviedbe entitled to make such deduction or imposed, Borrower agrees towithholding and shall timely pay the full amount ofdeducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Taxes and such additional amountsTax, then the sum payable by Borrower shall be increased as may be necessary so that every payment of all amounts dueafter such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Agreement, any note,Section) Agent or Loan Document, including anyLender receives an amount paid pursuantequal to this [Section 16.1] afterthe sum it would have received had no such deduction or withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein;been made; provided, however, that Borrower shall not be required to increase any such amounts to the extent thatif the increase in such amount payable results from Agent'Agent’s or such Lender'Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law,law certified copies of tax receipts evidencing such payment by Borrower. If Borrower agreesfails to pay any presentIndemnified Taxes that are required to be deducted or future stamp, value added or documentary taxes orwithheld under this Section 10.11(a), without duplication of any other excise or property taxes, charges, or similar levies ("Other Taxes") that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respectadditional amounts already paid pursuant to this Agreement or any other Loan Document. The Loan PartiesSection 10.11(a), Borrower shall jointlyindemnify and severally indemnify eachhold Lender harmless for all Indemnified Person (as defined in [Section 10.3]) (collectively a "Tax Indemnitee") for the full amount of Indemnified Taxes or Other Taxes arising in connectionTaxes, penalties and interest resulting from such failure, together with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes or Other Taxes imposed or asserted on, or attributable to, amounts payable under this [Section 16]) imposed on, or paid by, such Tax Indemnitee and all reasonable fees and disbursements of attorneys, experts, or consultants and all otherdocumented costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification, as(including attorneys’ fees and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes or Other Taxes resulting from gross negligence or willful misconduct of such Tax Indemnitee as finally determined by a court of competent jurisdiction)expenses). The obligations of the Borrower and Loan Parties under this [Section 16]Such indemnification obligation shall survive the terminationpayment of all Obligations. For purposes of this AgreementSection 10.11, the term “Lender” includes “Issuing Lender” and the repayment of the Loans.term “applicable law” includes FATCA.

Payments. All payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, BorrowerBorrowers shall comply with the next sentence of this Section 16.1.[Section 16(a)]. If any Indemnified Taxes are so levied or imposed, Borrower agreesBorrowers agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1[Section 16(a)] after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, that BorrowerBorrowers shall not be required to increase any such amounts to the extent thatif the increase in such amount payable results from Agent'Agent’s or such Lender'Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). BorrowerBorrowers will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies ("Other Taxes") that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a "Tax Indemnitee") for the full amount of Indemnified Taxes or Other Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes or Other Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification, as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes or Other Taxes resulting from gross negligence or willful misconduct of such Tax Indemnitee as finally determined by a court of competent jurisdiction). The obligations of the Borrower and Loan Parties under this Section 16 shall survive the termination of this Agreement and the repayment of the Loans.Borrowers.

If any Borrower or [[Organization B:Organization]] on account of payments made by Borrower hereundershall be required by Applicable Law to withhold or deduct any Taxes from or in respect of any sum payable under this Agreement or any noteof the Other Documents to [[Organization B:Organization]], or other Loan Document will be made without setoff, counterclaim,any [[Organization C:Organization]], assignee of any [[Organization C:Organization]], or other defense. In addition, allParticipant (each, individually, a "Payee" and collectively, the "Payees"), subject to [Section 16.3(b), (a)])] if such payments will be made free and clear of, and without deductionwithheld or withholding for, any present or futurededucted Taxes are Indemnified Taxes, and in the event any deductionsum payable by Borrower to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions of Indemnified Taxes is required,Taxes, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the "Gross-Up Payment"), # such Borrower shall comply with the next sentencemake such withholding or deductions of this [Section 16.1]. If any Indemnified Taxes are so levied or imposed,Taxes, and # such Borrower agrees toshall pay the full amount of such Indemnified Taxes and such additional amountswithheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Except as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to thisotherwise provided in [Section 16.1] after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, that Borrower shall not be required to increase any such amounts to the extent that the increase in such amount payable results from Agent's or such Lender's own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies ("Other Taxes") that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise5] with respect to this Agreement or any other Loan Document. Thecertain Taxes arising on certain assignments, the Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a[[Organization B:Organization]] and Payee (a "Tax Indemnitee") for the full amount of Indemnified Taxes or Other Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes or Other Taxes imposed or asserted on, or attributable to, amounts payable under this [Section 16]3.11]) imposed on,payable or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses (including reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expensescounsel), actually incurred in connection therewith or in connection with the enforcement of this indemnification, as and when they are incurred and irrespective of whether suit is brought, whether(whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes or Other Taxes resulting fromBody), except as arising out of the gross negligence or willful misconduct of suchif the Tax Indemnitee as finally(as determined by a court of competent jurisdiction)jurisdiction in a final and non-appealable judgment). The obligations of the Borrower[[Organization A:Organization]] and Loan Parties under this [Section 16]3.11] shall survive the termination of this Agreement and the repayment of the Loans.

Payments. AllSECTION # Taxes. (a) Any and all payments made by the Borrower to or for the account of any Lender or the Agent hereunder or under the Notes or any other documents to be delivered hereunder shall be made, in accordance with [Section 2.13] or the applicable provisions of such other documents, free and clear of and without deduction for any and all Indemnified Taxes. If the Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any noteNote or any other Loan Document willdocuments to be made without setoff, counterclaim,delivered hereunder to any Lender or other defense. In addition, all such payments willthe Agent, # the sum payable shall be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply with the next sentence of this Section 16.1. If any Indemnified Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Indemnified Taxes and such additional amountsincreased as may be necessary so that every payment ofafter making all amounts duerequired deductions (including deductions applicable to additional sums payable under this Agreement, any note,[Section 2.14]) such Lender or Loan Document, including anythe Agent (as the case may be) receives an amount paid pursuantequal to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein; provided, thatsum it would have received had no such deductions been made, # the Borrower shall not be required to increase anymake such amounts todeductions and # the extent that the increase in such amount payable results from Agent's or such Lender's own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees toshall pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies ("Other Taxes") that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a "Tax Indemnitee") for the full amount of Indemnified Taxes or Other Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes or Other Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification, as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted bydeducted to the relevant Governmental Authority (other than Indemnified Taxestaxation authority or Other Taxes resulting from gross negligence or willful misconduct of such Tax Indemnitee as finally determined by a court of competent jurisdiction). The obligations of the Borrower and Loan Parties under this Section 16 shall survive the termination of this Agreement and the repayment of the Loans.other authority in accordance with applicable law.