Common use of No set-off by Xxxxxxxx Clause in Contracts

No set-off by Xxxxxxxx. All payments by the Borrower under this Secured Note shall be made without set-off, reduction, or counterclaim of any kind and without any deduction or withholding for any taxes or fees of any nature; provided, however, that if the Borrower shall be required to deduct or withhold any taxes from such payments, then (a) the sum payable shall be increased as necessary so that, after making all required deductions or withholdings (including on amounts payable pursuant to this subsection 2(f)), the Holder receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (b) the Borrower shall make such deductions or withholdings, (c) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law, and (d) the Borrower shall otherwise indemnify and save harmless the Holder from any such taxes (including interest, additions to tax or penalties applicable thereto).