Payments Free of Taxes. All payments made by Borrower under any Credit Document will be made without setoff, counterclaim or other defense. Except as required by applicable law, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (the foregoing, together with all interest, penalties or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).

Payments Free of Taxes. AllAny and all payments made by Borroweror on account of any obligation of the Borrowers under any Credit Document willshall be made without setoff, counterclaimdeduction or other defense. Exceptwithholding for any Taxes, except as required by applicable law, all such payments will be made free and clear of, and withoutlaw. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding for,of any presentTax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or future taxes, levies, imposts, duties, fees, assessmentswithholding and shall timely pay the full amount deducted or other charges of whatever nature nowwithheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrowers under any Credit Document shall be increased as necessary so that after such deduction or hereafter imposed by any jurisdictionwithholding 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 by any political subdivision or taxing authority thereof or therein with respect to such payments (the foregoing, together with all interest, penalties or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).withholding been made.

Payments Free of Taxes. All payments to be made by the Borrower under any Credit Document willhereunder shall be made without setoff, counterclaimset-off or other defense. Except as required by applicable law, all such payments will be madecounter claim and free and clear of,of and without deduction for or withholding for,of or on account of any present or future taxes, levies, imposts, duties, fees, assessmentslevies or other charges of whatever nature now or hereafter imposedkind unless the Borrower is compelled by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respectlaw to make payment subject to such payments (the foregoing, together with all interest, penaltiestax, levy or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).charge.

Payments Free of Taxes.Payments. All payments made by BorrowerBorrowers hereunder or under any Creditnote or other Loan Document will be made without setoff, counterclaimcounterclaim, or other defense. Except asdefense, except to the extent required by applicable law, alllaw. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessmentsIndemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowers shall comply with the next sentence of this Section 16.1. If any Indemnified Taxes are so levied or imposed, Borrowers 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. 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 Tax receipts evidencing such payment by Borrowers. Borrowers agree to pay any present or future stamp, value added or documentary Taxes or any other charges of whatever nature nowexcise or hereafter imposed byproperty Taxes, charges, or similar levies that arise from any jurisdictionpayment made hereunder or by any political subdivisionfrom the execution, delivery, performance, recordation, or taxing authority thereoffiling of, or thereinotherwise with respect to this Agreement or any other Loan Document (other than any such payments (the foregoing, together with all interest, penaltiesTaxes arising as a result of an assignment, participation or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”)other transfer hereunder).

Payments Free of Taxes. All payments made by the Borrower under any Credit Document willto the Lender hereunder shall be made to the Lender in full without setoff,set-off or counterclaim or other defense. Except as required by applicable law, all such payments will be madeand free and clear of,of and exempt from, and without deduction or withholding for,for or on account of, any present or future taxes, levies, imposts, duties, fees, assessmentsduties or other charges of whateverwhatsoever nature now or hereafter imposed by any jurisdictiongovernment or by any political subdivision or taxing authority thereofthereof. The Borrower shall reimburse the Lender for any taxes imposed on or therein with respect towithheld from such payments (the foregoing, together with all interest, penalties(other than taxes imposed on the Lender’s income, and franchise taxes imposed on the Lender, by the jurisdiction under the laws of which the Lender is organized or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”)any political subdivision thereof).

Payments Free of Taxes. AllAny and all payments made by or on account of any obligation of the Borrower hereunder or under any Creditother Loan Document will be made without setoff, counterclaim or other defense. Except as required by applicable law, all such payments willshall be made free and clear of,of and without deduction or withholding for,for any presentTaxes, 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 future taxes, levies, imposts, duties, fees, assessmentswithholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or other charges of whatever nature nowwithholding and shall timely pay the full amount deducted or hereafter imposedwithheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by any jurisdictionthe Borrower shall be increased as necessary so that after such deduction or by any political subdivisionwithholding has been made (including such deductions and withholdings applicable to additional sums payable under this [Section 3.2]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or taxing authority thereof or therein with respect to such payments (the foregoing, together with all interest, penalties or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).withholding been made.

Payments Free of Taxes. AllAny and all payments made by Borroweror on account of any obligation of any Credit Party under any CreditLoan Document willshall be made without setoff, counterclaimdeduction or other defense. Exceptwithholding for any Taxes, except as required by applicable law, all such payments will be made free and clear of, and withoutlaw. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding for,of any presentTax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or future taxes, levies, imposts, duties, fees, assessmentswithholding and shall timely pay the full amount deducted or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respectwithheld to such payments (the foregoing, together with all interest, penalties or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).the relevant Governmental Authority

Payments Free of Taxes. AllAny and all payments made by or on account of any obligation of the Borrower under any CreditLoan Document willshall be made without setoff, counterclaimdeduction or other defense. Exceptwithholding for any Taxes, except as required by applicable law, all such payments will be made free and clear of, and withoutlaw. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding for,of any presentTax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or future taxes, levies, imposts, duties, fees, assessmentswithholding and shall timely pay the full amount deducted or other charges of whatever nature nowwithheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or hereafter imposed by any jurisdictionwithholding 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 by any political subdivision or taxing authority thereof or therein with respect to such payments (the foregoing, together with all interest, penalties or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).withholding been made.

Payments Free of Taxes. AllAny and all payments made by or on account of any obligation of the Borrower under any CreditLoan Document willshall be made without setoff, counterclaimdeduction or other defense. Exceptwithholding for any Taxes, except as required by applicable law, all such payments will be made free and clear of, and withoutlaw. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding for,of any presentTax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or future taxes, levies, imposts, duties, fees, assessmentswithholding and shall timely pay the full amount deducted or other charges of whatever nature nowwithheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or hereafter imposed by any jurisdictionwithholding 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 by any political subdivision or taxing authority thereof or therein with respect to such payments (the foregoing, together with all interest, penalties or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).withholding been made.

Payments Free of Taxes. AllAny and all payments made by or on account of any obligation of the Borrower hereunder or under any Creditother Loan Document will be made without setoff, counterclaim or other defense. Except as required by applicable law, all such payments willshall be made free and clear of,of and without reduction or withholding for any Taxes, except as required by any Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding for,of any presentTax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (the foregoing, together with all interest, penalties or similar liabilities with respect thereto, being referred to collectively as “Indemnified Taxes”).withholding and shall timely pay the full amount