Any and all payments by Borrowers hereunder and under the other Loan Documents shall be made free and clear of and without deduction for any and all Taxes, except as required by applicable Legal Requirements. If any Borrower shall be required by applicable Legal Requirements to deduct any Taxes from or in respect of any sum payable hereunder to Lender, the following shall apply: (i) such Borrower shall make such deductions, (ii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Legal Requirements and (iii) if the Taxes deducted are Indemnified Taxes, then the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.2.3 ), Lender receives an amount equal to the sum it would have received had no such deductions been made. Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable Legal Requirements any Other Taxes. Borrowers shall jointly and severally indemnify Lender for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.2.3 ) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrowers by Lender shall be conclusive absent manifest error. Payments pursuant to this Section 2.2.3 shall be made within ten (10) days after the date Lender makes written demand therefor. Each party’s obligations under this Section 2.2.3 shall survive any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.