Payments. All payments made by any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Taxes is required, the applicable Loan Party shall make the requisite 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 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 or an Indemnified Tax is so levied or imposed, the 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 16.1] after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other 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”) for the full amount of Indemnified 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 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 and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.

Payments. All payments made by any Loan PartyBorrower 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, except as otherwise required by applicable law, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply with the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the paymentnext sentence 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 or an Indemnified Tax isare so levied or imposed, the Loan Parties agreeBorrower 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. The Loan Partiesherein; 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 TaxesTaxes") that arise from any payment made hereunder or reimburse Agent for such Other Taxes upon Agent’s demand.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”"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 attorneysattorneys, experts, or consultants and all other tax professionals),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 and additional amounts that a court of competent jurisdiction finally determines to have resultedor Other Taxes resulting from the gross negligence or willful misconduct of such Tax Indemnitee)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, the resignation and replacement of the Agent,Agreement and the repayment of the Obligations.Loans.

Payments. All payments made by any Loan PartyBorrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense, 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, except as otherwise required by applicable law, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowers shall comply with the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the paymentnext sentence 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 or an Indemnified Tax isare so levied or imposed, the Loan PartiesBorrowers 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] after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Loan PartiesBorrowers 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 Borrowers. Borrowers agree to pay any Otherpresent or future stamp, value added or documentary Taxes or reimburse Agent for such Other 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”) forany other excise or property Taxes, charges, or similar levies that arise from any payment made hereunder or from the full amount of Indemnified Taxes arising in connectionexecution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document or breach thereof by any Loan Party (including, without limitation, any Indemnified 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 and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnifiedany such Taxes and additional amounts thatarising as a courtresult of competent jurisdiction finally determines to have resulted from the gross negligencean assignment, participation or willful misconduct of such Tax Indemnitee)other transfer hereunder). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.

Payments Free of Taxes. Any and all payments made by or on account of any obligation of any Loan Party under any Loan Document willshall be made free and clear of, and without deduction or withholding for,for any Taxes, except as otherwise required by applicable law, andlaw. If any applicable law (as determined in the event anygood faith discretion of an applicable Withholding Agent) requires the deduction or withholding of Taxes is required, the applicable Loan Party shall make the requisite 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 any such Tax is due pursuant to applicable law, certified copies of tax receipts evidencingfrom any such payment by a Withholding Agent, then the Loan Parties. Furthermore,applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if any such Tax is an Indemnified Taxes or an Indemnified Tax is so levied or imposed,Tax, then the sum payable by such Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional amountsParty shall be increased as may be necessary so that every payment of all amounts due under this Agreement, any note,after such deduction or Loan Document, including any amount paid pursuantwithholding has been made (including such deductions and withholdings applicable 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. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other 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”) for the full amount of Indemnified 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 imposed or asserted on, or attributable to, amountsadditional sums payable under this [Section 16]2.17]) imposed on,the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.withholding been made.

Payments Free of Taxes. Any and all payments made by or on account of any obligation of any Loan Party under any Loan Document willshall be made free and clear of, and without deduction or withholding for,for any Taxes, except as otherwise required by applicable law, andlaw. If any applicable law (as determined in the event anygood faith discretion of an applicable Withholding Agent) requires the deduction or withholding of Taxesany Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is required,an Indemnified Tax, then the sum payable by the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agentbe increased as promptly as possible after the date the payment of 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 or an Indemnified Tax is so levied or imposed, the 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,after such deduction or Loan Document, including any amount paid pursuantwithholding has been made (including such deductions and withholdings applicable 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. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other 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”) for the full amount of Indemnified 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 imposed or asserted on, or attributable to, amountsadditional sums payable under this [Section 16]2.17]) imposed on,the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.withholding been made.

Payments Free of Taxes. Any and all payments made by or on account of any obligation of any Loan Party under any Loan Document willshall be made free and clear of, and without deduction or withholding for,for any Taxes, except as otherwise required by applicable law, andlaw. If any applicable law (as determined in the event anygood faith discretion of an applicable Withholding Agent) requires the deduction or withholding of Taxesany Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is required,an Indemnified Tax, then the sum payable by the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agentbe increased as promptly as possible after the date the payment of 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 or an Indemnified Tax is so levied or imposed, the 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,after such deduction or Loan Document, including any amount paid pursuantwithholding has been made (including such deductions and withholdings applicable 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. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other 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”) for the full amount of Indemnified 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 imposed or asserted on, or attributable to, amountsadditional sums payable under this [Section 16]) imposed on,Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.withholding been made.

Any and all payments made by or on account of any obligation of any Loan Party under any Loan Document willshall be made free and clear of, and without deduction or withholding for,for any Taxes, except as otherwise required by law. If any applicable law, andlaw (as determined in the event anygood faith discretion of an applicable Withholding Agent) requires the deduction or withholding of Taxesany Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is required,an Indemnified Tax, then the sum payable by the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agentbe increased as promptly as possiblenecessary so that after the date the payment of 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 Taxesdeduction or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amountwithholding of such Indemnified Taxes has been made (including such deductions and suchwithholdings applicable to 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. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other 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”) for the full amount of Indemnified 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 imposed or asserted on, or attributable to, amountssums payable under this [Section 16]) imposed on,Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not suchwithholding for Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.been made.

Payments Free of Taxes. Any and all payments made by or on account of any obligation of any Loan Party under any Loan Document willshall be made free and clear of, and without deduction or withholding for,for any Taxes, except as otherwise required by applicable law, andRequirements of Law. If any applicable Requirements of Law (as determined in the event anygood faith discretion of an applicable withholding agent) requires the deduction or withholding of Taxesany Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and, if such Tax is required,an Indemnified Tax, then the sum payable by the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agentbe increased as promptly as possible after the date the payment of 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 or an Indemnified Tax is so levied or imposed, the 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,after such deduction or Loan Document, including any amount paid pursuantwithholding has been made (including such deductions and withholdings applicable 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. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other 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”) for the full amount of Indemnified 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 imposed or asserted on, or attributable to, amountsadditional sums payable under this [Section 16]2.15]) imposed on,the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.withholding been made.

All payments made by any Loan PartyBorrower 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 Taxes, except as otherwise required by applicable law, andlaw. If any applicable law (as determined in the event anygood faith discretion of an applicable Withholding Agent) requires the deduction or withholding of Taxes is required,any Tax from any such payment by a Withholding Agent, then the applicable Loan PartyWithholding Agent shall be entitled to make such deduction or withholding and shall timely pay the requisite withholding, promptly pay overfull amount deducted or withheld to the applicablerelevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the withheld tax,sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Agent or Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made; provided, however, that Borrower shall not be required to increase any such amounts if 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 such Tax is due pursuant to applicable law,law certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, ifBorrower. If Borrower fails to pay any such Tax is an Indemnified Taxes that are required to be deducted or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amountwithheld under this [Section 10.11(a)], without duplication of such Indemnified Taxes and suchany additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amountalready paid pursuant to this [Section 16.1] after withholding or deduction10.11(a)], Borrower shall indemnify and hold Lender harmless for or on account of anyall Indemnified Taxes, will not be less than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent forpenalties and interest resulting from such Other Taxes upon Agent’s demand. The Loan Parties shall jointlyfailure, together with all reasonable and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a “Tax Indemnitee”) for the full amount of Indemnified 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 imposed or asserted on, or attributable to, amounts payable under this [Section 16]) imposed on, or paid by, such Tax Indemnitee and all reasonabledocumented costs and expenses related thereto (including attorneys’ fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee)expenses). The obligations of the Loan Parties under this [Section 16]Such indemnification obligation shall survive the terminationpayment of all Obligations. For purposes of this Agreement,[Section 10.11], the resignation and replacement of the Agent,term “Lender” includes “Issuing Lender” and the repayment of the Obligations.term “applicable law” includes FATCA.

Any and all payments made by or on account of any obligation of any of the Loan PartyParties hereunder or under any other Loan Document willshall be made free and clear of,of and without deduction or withholding for,for any Taxes, except as otherwise required byand all Taxes; provided that if applicable law, andLegal Requirements (as determined in the event anygood faith discretion of an applicable withholding agent) shall require deduction or withholding of Taxesany Tax from such payments, then # if such Tax is required,an Indemnified Tax, the sum payable by the applicable Loan Party shall makebe increased as necessary so that after all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this ‎[Section 2.15]) the requisite withholding, promptly pay overapplicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made, # the applicable Governmental Authoritywithholding agent shall be entitled to make such deductions or withholdings as required by applicable Legal Requirements and # the withheld tax, and furnishapplicable withholding agent shall timely pay, or cause to Agent as promptly as possible after the date the payment of 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 or an Indemnified Tax is so levied or imposed, the Loan Parties agree to paybe paid, 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,deducted or Loan Document, including any amount paid pursuantwithheld 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. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other 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”) for the full amount of Indemnified 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 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 and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this [Section 16] shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.in accordance with applicable Legal Requirements.