If any Borrower or [[Organization B:Organization]] on account of payments by Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to [[Organization B:Organization]], or any [[Organization C:Organization]], assignee of any [[Organization C:Organization]], or Participant (each, individually, a "Payee" and collectively, the "Payees"), subject to [Section 16.3(b), (a)])] if such withheld or deducted Taxes are Indemnified Taxes, the sum 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, 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 make such withholding or deductions of Taxes, and # such Borrower shall pay the full amount of Taxes withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Except as otherwise provided in [Section 16.5] with respect to certain Taxes arising on certain assignments, the Loan Parties shall jointly and severally indemnify each [[Organization B:Organization]] and Payee (a "Tax Indemnitee") for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this [Section 3.11]) payable or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses (including reasonable fees and disbursements of counsel), actually incurred in connection therewith (whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Body), except as arising out of the gross negligence or willful misconduct if the Tax Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment). The obligations of the [[Organization A:Organization]] and Loan Parties under this [Section 3.11] shall survive the termination of this Agreement and the repayment of the Loans.
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 Borrower or on account of payments by Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to , or any , assignee of any , or Participant (each, individually, a "Payee" and collectively, the "Payees"), subject to [[Section 16.3(b), (a)])]])] if such withheld or deductedIndemnified Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Indemnified Taxes, the sum payable by Borrower toTaxes and such Payee or Payees, as the case may be, shall be increasedadditional amounts as may be necessary so that,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 making all required withholding or deductionsdeduction for or on account of any Indemnified Taxes, will not be less than the applicable Payee or Payees receives an amount equalprovided for herein; provided, that Borrower shall not be required to increase any such amounts to the sum it would have received had noextent that the increase in such withholdingamount payable results from Agent's or deductions beensuch 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 (the "Gross-Up Payment"), # such Borrower shall make such withholdinghereunder or deductions of Taxes, and # such Borrower shall payfrom the full amount of Taxes withheldexecution, delivery, performance, recordation, or deducted to the relevant taxation authorityfiling of, or other authority in accordance with Applicable Law. Except as otherwise provided in [Section 16.5] with respect to certain Taxes arising on certain assignments, thethis Agreement or any other Loan Document. The Loan Parties shall jointly and severally indemnify each and Payee (aIndemnified 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 3.11]16]) payableimposed on, or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses (including reasonable fees and disbursements of counsel),attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith (whetheror 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 Body), except as arising out of theAuthority (other than Indemnified Taxes or Other Taxes resulting from gross negligence or willful misconduct if theof such Tax Indemnitee (asas finally determined by a court of competent jurisdiction in a final and non-appealable judgment)jurisdiction). The obligations of the Borrower and Loan Parties under this [Section 3.11]16] shall survive the termination of this Agreement and the repayment of the Loans.
IfPayments. All payments made by any BorrowerLoan Party under any Loan Document will be made free and clear of, and without deduction or [[Organization B:Organization]] on account of payments by Borrower shall bewithholding for, any Taxes, except as otherwise required by Applicable Lawapplicable 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 withhold or deduct any Taxes from or in respectthe applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any sum payable under this Agreementsuch 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 anyan Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount of the Other Documents to [[Organization B:Organization]], or any [[Organization C:Organization]], assignee of any [[Organization C:Organization]], or Participant (each, individually, a "Payee"such Indemnified Taxes and collectively, the "Payees"), subject to [Section 16.3(b), (a)])] if such withheld or deducted Taxes are Indemnified Taxes, the sum payable by Borrower to such Payee or Payees, as the case may be, shall be increasedadditional amounts as may be necessary so that,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 making all required withholding or deductionsdeduction for or on account of any Indemnified Taxes, will not be less than the applicable Payeeamount provided for herein. The Loan Parties will promptly pay any Other Taxes or Payees receives an amount equal to the sum it would have received had noreimburse Agent for such withholding or deductions been made (the "Gross-Up Payment"), # such Borrower shall make such withholding or deductions of Taxes, and # such Borrower shall pay the full amount ofOther Taxes withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Except as otherwise provided in [Section 16.5] with respect to certain Taxes arising on certain assignments, theupon Agent’s demand. The Loan Parties shall jointly and severally indemnify each [[Organization B:Organization]] and Payee (a "Tax Indemnitee"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 3.11]) payableSection 16) imposed on, or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses related thereto (including reasonable fees and disbursements of counsel)attorneys and other tax professionals), actuallyas and when they are incurred in connection therewith (whetherand irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Body), except as arising outAuthority (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 if theof such Tax Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Indemnitee). The obligations of the [[Organization A:Organization]] and Loan Parties under this [Section 3.11]Section 16 shall survive the termination of this AgreementAgreement, the resignation and replacement of the Agent, and the repayment of the Loans.Obligations.
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