(a) Except as required by applicable law, any and all payments by or on account of any obligation of any Borrower or any Subsidiary Guarantor under any Loan Document shall be made free and clear of and without deduction for any Taxes; provided that if Indemnified Taxes or Other Taxes are required to be deducted from such payments, then (i) the sum payable by such Borrower or Subsidiary Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the relevant withholding agent shall make such deductions and (iii) the relevant withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.