except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any 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 an Indemnified Tax, then the sum payable by the applicable Credit Party 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), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

If an applicable withholding agent shall be required by Applicable Law. IfapplicableApplicable Law to withhold or deduct any Applicable Law (as determinedTaxes, including both United States Federal backup withholding and withholding Taxes, from or in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholdingrespect of any Tax fromsum payable hereunder or under any such payment by a Withholding Agent,other Loan Document, then # the applicable Withholding Agentwithholding agent shall be entitled towithhold or make such deduction ordeductions, # such withholding andagent shall timely pay the full amount deductedwithheld or withhelddeducted to the relevant Governmental Authority in accordance with Applicable Law and, if such TaxapplicableApplicable Law, and # to the extent that the withholding or deduction is anmade on account of Indemnified Tax, thenTaxes or Other Taxes, the sum payable by the applicable CreditLoan Party shall be increased as necessary so that,that after such deductionany required withholding or withholding has been madethe making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable RecipientAdministrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductionwithholding or withholdingdeduction been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any 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 an Indemnified Tax, then the sum payable by the applicable Credit Party 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), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.law. If any Applicable Lawapplicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any 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 Lawapplicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable CreditLoan Party shall be increased as necessary so that,that after such deduction or withholding of such Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitledrequired by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment pursuant to [clause (a)](i) above, then # such Withholding Agent, as required by such Laws, shall withhold or make such deduction or withholdingdeductions as are determined by it to be required based upon the information and documentation it has received pursuant to ​ below, # such Withholding Agent, to the extent required by such Laws, shall timely pay the full amount deductedwithheld or withhelddeducted to the relevant Governmental Authority in accordance with Applicable Law and, if such TaxLaws, and # to the extent that the withholding or deduction is anmade on account of Indemnified Tax, thenTaxes, the sum payable by the applicable CreditLoan Party shall be increased as necessary so that,that after such deductionany required withholding or withholding has been madethe making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section),[Section 3.01]) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.made

Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.applicable law. If any Applicable Lawapplicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any 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 Lawapplicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit PartyBorrower shall be increased as necessary so that,that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section),[Section 3.5]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

If any Borrower, the Administrative Agent or other applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then # such withholding agent, as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deductionsuch Laws, shall withhold or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction ordeductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection # below, # such withholding andagent, to the extent required by such Laws, shall timely pay the full amount deductedwithheld or withhelddeducted to the relevant Governmental Authority in accordance with Applicable Law and, if such TaxLaws, and # to the extent that the withholding or deduction is anmade on account of Indemnified Tax, thenTaxes, the sum payable by the applicable Credit PartyBorrower shall be increased as necessary so that,that after such deductionany required withholding or withholding has been madethe making of all required deductions for Indemnified Taxes (including such deductions and withholdingsfor Indemnified Taxes applicable to additional sums payable under this Section),[Section 3.01]) the applicable Recipient receives an amount equal to the sum it would have received had no such deductionwithholding or withholdingdeduction been made.

documentation it has received pursuant to subsection # below, # such Credit Party or such Administrative Agent, to the extent required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding andLaws, shall timely pay the full amount deductedwithheld or withhelddeducted to the relevant Governmental Authority in accordance with Applicable Law and, if such TaxLaws, and # to the extent that the withholding or deduction is anmade on account of Indemnified Tax, thenTaxes, the sum payable by the applicable Credit Party shall be increased as necessary so that,that after such deductionany required withholding or withholding has been madethe making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section),[Section 3.01]) the applicable Recipient receives an amount equal to the sum it would have received had no such deductionwithholding or withholdingdeduction been made.