Except as provided in the following sentence, payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all Taxes.  If at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction of Taxes from any such payment or other sum payable hereunder to Bank or any assignee thereof and such Taxes are Indemnified Taxes, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank or its assignee receives a net sum equal to the sum which it would have received had no withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority.  Borrower will, upon request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided ,   however , that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. For the avoidance of doubt, in no event shall Borrower be obligated to make any payment to Bank or any successor or assign under this Section 2.5(a), or to otherwise indemnify and hold Bank or any successor or assign harmless, on account of the loans hereunder failing to qualify for the portfolio interest exemption under the Internal Revenue Code (notwithstanding, without limitation, the provision of any certificate with respect to such exemption by Bank or any successor assign in accordance with Section 2.5(b)).