Common use of Indemnification by the Borrower Clause in Contracts

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender such Credit Party (with a copy to the Administrative Agent, unless the Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of a Lenderany other Credit Party, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify a Credit Party for any accrued Indemnified Taxes under this Section 2.15(c) unless such Credit Party notifies the Administrative Agent and each Lender, within ten (10) Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure the date on which the Credit Party receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower’s obligation to pay any indemnify such Credit Party for such Indemnified Taxes when due accrued after such earlier date if such Credit Party has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.15(c); and provided further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten twenty (1020) days after receipt by the Borrower of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by the Administrative Agent such Recipient and required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent or any Lender a Recipient pursuant to this Section 3.01(d) for any amount in respect Indemnified Taxes unless such Recipient notifies the Borrower of any the indemnification claim for such penalties, interest or reasonable expenses if Indemnified Taxes no later than 365 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by upon the Administrative Agent or Recipient for payment of such Lender within 180 days from Indemnified Taxes and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, accompanied by the calculations by which such determination was made by such Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent or such Lender, as Lender or required to be withheld or deducted from a payment to the case may be, Administrative Agent or such Lender and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition, After the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant any Lender or the L/C Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, the Administrative Agent, any Lender or the L/C Issuer (as the case may be) will act in good faith to clause (d) belowpromptly notify the Borrower of its obligations hereunder; provided, documentation evidencing however, that the payment failure to provide Borrower with such notice shall not release the Borrower of Taxesits indemnification obligation under this Section 3.01(c).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe LC Issuer, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe LC Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (provided that the Borrower shall not indemnify the Administrative Agent, any Lender or the LC Issuer for any such penalties, interest and reasonable expenses arising solely from such party’s failure to notify the Borrower of such Indemnified Taxes or Other Taxes within a reasonable period of time after such party has actual knowledge of such Indemnified Taxes or Other Taxes), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the LC Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the LC Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender such Credit Party (with a copy to the Administrative Agent, unless the Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of a Lenderany other Credit Party, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify a Credit Party for any accrued Indemnified Taxes under this Section 2.15(d) unless such Credit Party notifies the Administrative Agent and each Lender, within ten (10) Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure the date on which the Credit Party receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower’s obligation to pay any indemnify such Credit Party for such Indemnified Taxes when due accrued after such earlier date if such Credit Party has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.15(d); and provided further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuing Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent Agent, any Lender or any Lender Issuing Bank for any amount in respect amounts under this Section 5.03(c) to the extent that such Person fails to notify the Borrower of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender its intent to make a claim for indemnification under this Section 5.03(c) within 180 days from after a claim is asserted against such Person by the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxrelevant Governmental Authority. A certificate of the Administrative Agent, a Lender or an Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01(d)) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall also, and does hereby, jointly and severally indemnify the Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, required pursuant to clause (dSection 3.01(e) below, documentation evidencing net of any amounts the payment of TaxesAdministrative Agent has received as a set off against such Lender pursuant to Section 3.01(e) below; provided that if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender.

Indemnification by the Borrower. The Without duplication of Section 3.10(a), the Borrower shall indemnify the Administrative each Agent and each Lender, within ten (10) days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10(c)) paid imposed on or payable by the Administrative such Agent or such Lender, as the case may be, and with respect to this Agreement or any penaltiesother Loan Document, interest and reasonable expenses arising therefrom or with respect theretotherefrom, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to setting forth the amount of such payment or liability (together with a copy of any applicable documents from the IRS or other Governmental Authority that asserts such claim) delivered to the Borrower by a Lender (with a copy to the Administrative relevant Agent), or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionIf the Borrower reasonably believes that there is an appropriate basis to pursue a refund (whether received in cash or applied as an offset against other Taxes due) of any Indemnified Tax or Other Tax indemnified by the Borrower under this Section 3.10(c), or for which any Loan Party has paid additional amounts under Section 3.10(a), the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative affected Agent or Lender (as applicable) shall, upon the Borrower’s written request and at the Borrower’s expense, pursue such refund; provided that no Agent or its beneficial owners) as a result of Lender shall be obligated to pursue any failure of such refund if such Agent or Lender determines in good faith that it would be materially disadvantaged or prejudiced, or subject to any unreimbursed cost or expense, by pursuing such refund. Any refund described in the preceding sentence that is received by any Agent or Lender shall be payable to the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesextent provided in Section 3.10(h).

Indemnification by the Borrower. The To the extent not paid, reimbursed or compensated pursuant to Section 5.03(a) or (b), the Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party and any penalties, interest and 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; provided Authority and (II) Taxes that arise because a Loan is not treated for U.S. federal, state, local or franchise tax purposes as intended under Section 5.03(j) (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Credit Party whole on an after-tax basis taking into account the Borrower shall not be obligated to indemnify taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person, the Borrower shall pay such penaltiesIndemnified Taxes directly to the relevant taxing authority or Governmental Authority or to the applicable Credit Party, interest or reasonable expenses if written demand therefor was not made by as requested; provided that neither the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 20 days after receipt by the Borrower of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent or any Lender a Recipient pursuant to this Section 3.01(d) for any amount in respect Indemnified Taxes unless such Recipient notifies the Borrower of any the indemnification claim for such penalties, interest or reasonable expenses if Indemnified Taxes no later than 365 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by upon the Administrative Agent or Recipient for payment of such Lender within 180 days from Indemnified Taxes and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, accompanied by the calculations by which such determination was made by such Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person and any penalties, interest and 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; provided Authority and (II) Taxes that arise because a Loan is not treated for U.S. federal, state, local or franchise tax purposes as intended under Section 13.14, to the Borrower shall not be obligated extent such Taxes exceed Taxes that would have been imposed had such Loan been treated as intended under Section 13.14 (such indemnification will include any U.S. federal, state or local income and franchise Taxes necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any such penaltiesAffected Person (or its related Group Agent), interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation Borrower shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any pay such Indemnified TaxTaxes directly to the relevant taxing authority or Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. (i) The Borrower shall indemnify the Administrative Agent each Recipient, and each Lender, shall make payment in respect thereof within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may beRecipient, and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In additionThe Borrower shall, the Borrower shall and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and each Lenderthe L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or Lender the L/C Issuer (or its beneficial owners) as a result of any failure but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to pay do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes when attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to Agent under this clause (d) below, documentation evidencing the payment of Taxesii).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, Lender within ten (10) 30 days after demand thereforreceipt of the certificate described in the succeeding sentence, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender, as applicable (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.17), other than any penalties determined by a final and non-appealable judgment of a court of competent jurisdiction (or documented in any settlement agreement) paid by to have resulted from the gross negligence, bad faith or willful misconduct of the Administrative Agent or such Lender, as the case may beand, and in each case, any penalties, interest and 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 Authorityasserted; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender, as applicable, will use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes (which shall be repaid to the Borrower in accordance with Section 2.17(g)) at the expense of the Loan Parties, so long as such efforts would not, in the sole determination of the Administrative Agent or such Lender, result in any additional out-of-pocket costs or expenses not reimbursed by the Loan Parties or be obligated otherwise materially disadvantageous to the Administrative Agent or such Lender, as applicable. In connection with any request for reimbursement under this Section 2.17(c), the relevant Lender or the Administrative Agent, as applicable, shall deliver a certificate to the Borrower setting forth, in reasonable detail, the basis and calculation of the amount of the relevant payment or liability. Notwithstanding anything to the contrary contained in this Section 2.17, no Borrower shall be required to indemnify the Administrative Agent or any Lender pursuant to this Section 2.17 for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by to the extent the Administrative Agent or such Lender fails to notify the Borrower of such possible indemnification claim within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by after the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, such ▇▇▇▇▇▇ receives written notice from the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure applicable taxing authority of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver specific Tax assessment giving rise to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesindemnification claim.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Issuing Lender and each Lender, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) attributable to the Borrower under any Loan Document and paid by the Administrative Agent or such Lender, as the case may be, Lender or such Issuing Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Lender, shall be conclusive absent manifest error. In addition, ; provided that if the Borrower shall indemnify has satisfied its indemnity obligation and delivers to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes an opinion of nationally recognized counsel to the effect that may become payable it is more likely than not that such assertion by such Administrative Agent or Lender (or its beneficial owners) the Governmental Authority is incorrect as a result matter of any failure law, each Lender shall reasonably assist the Borrower in contesting such Taxes (at the sole expense of the Borrower Borrower) and seeking refund thereof; and provided further that such assistance shall not be construed to pay impose on any Taxes when due Lender an obligation to the appropriate Governmental Authority disclose information it reasonably considers confidential or to deliver to proprietary or arrange its tax affairs other than as such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesLender sees fit.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuing Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent Agent, any Lender or any Lender Issuing Bank for any amount in respect amounts under this Section 5.03(c) to the extent that such Person fails to notify the Borrower of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender its intent to make a claim for indemnification under this Section 5.03(c) within 180 days from after a claim is asserted against such Person by the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxrelevant Governmental Authority. A certificate of the Administrative Agent, a Lender or an Issuing Bank as to the amount of such payment or liability under this Section 5.03, together with, to the extent available, reasonable supporting documentation relating to such payment or liability, shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided provided, that the Borrower shall not be obligated to indemnify make a payment pursuant to this Section in respect of penalties, interest and additions to Tax attributable to any Indemnified Taxes or Other Taxes (and, for the avoidance of doubt, reasonable expenses arising therefrom or with respect thereto), if (i) such penalties, interest or additions to Tax are attributable to the failure of the Administrative Agent or any Lender for any amount to pay to the relevant Governmental Authority amounts received by it from the Borrower in respect of any Indemnified Taxes or Other Taxes within thirty (30) calendar days after receipt of such amount from the Borrower or (ii) such penalties, interest or reasonable expenses if written demand therefor was not made by additions to Tax are attributable to the gross negligence or willful misconduct of the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxLender. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderL/C Issuer, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such LenderL/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent Agent, any Lender or any Lender L/C Issuer for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent Agent, such Lender or such Lender L/C Issuer within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or a L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or a L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderL/C Issuer, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or L/C Issuer as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or as required by Section 3.01(e) so long as the Administrative Agent shall have in good faith made a written demand upon such Lender for the applicable payment and such payment demand has not been satisfied in full by the applicable Lender within 180 30 days from after such written demand. In the date on which event of a payment to the Administrative Agent by the Borrower pursuant to the preceding sentence, upon the request of the Borrower, the Administrative Agent shall execute and deliver such party makes payment for such penalties, interest documents or expenses; provided further instruments as the Borrower may reasonably request to assign to the Borrower any claims that the foregoing limitation shall not apply Administrative Agent may have against the applicable Lender with respect to any such penalties, interest or reasonable expenses arising out the payments to the Administrative Agent that were required to have been made pursuant to Section 3.01(e) below (including the right of set off provided in the retroactive application last sentence of any such Indemnified TaxSection 3.01(e) below). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Without duplication of any obligation under this Section 2.16, the Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that provided, however, the Borrower shall not be obligated required to indemnify the Administrative Agent or any Lender a Recipient pursuant to this Section 2.16(d) for any amount in respect of any Indemnified Taxes unless such penalties, interest or reasonable expenses if Recipient makes written demand therefor was not made by on the Administrative Agent or Borrower for indemnification for such Lender within 180 days from Indemnified Taxes no later than six months after the earlier of (i) the date on which such party makes Recipient receives written demand from the relevant Governmental Authority for payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes or (ii) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Notwithstanding anything herein to the Borrower contrary, no Recipient shall not be obligated to indemnify the Administrative Agent or any Lender indemnified for any amount in respect of any Indemnified Taxes hereunder unless such penalties, interest or reasonable expenses if Recipient shall make written demand therefor was not made by on Borrower for such reimbursement no later than twelve (12) months after the Administrative Agent or earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Lender within 180 days from Recipient for payment of such Indemnified Taxes, and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person and any penalties, interest and 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; provided Authority and (II) Taxes that arise because a Loan is not treated consistently with the Borrower shall not be obligated Intended Tax Treatment (such indemnification will include any amount necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount Affected Person (or in respect of any each case its related Group Agent), the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant Governmental Authority (or reasonable expenses if written demand therefor was not made by to the Administrative Agent or Affected Person if such Lender within 180 days from Taxes have already been paid to the date on which such party makes payment for such penalties, interest or expensesrelevant Governmental Authority); provided further that neither the foregoing limitation Administrative Agent nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person and any penalties, interest and 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; provided Authority and (II) Taxes that arise because a Loan is not treated for U.S. federal, state, local or franchise tax consistently with the Borrower shall not be obligated Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person, the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority (or to the Administrative Agent or such Lender within 180 days from Affected Person if such Taxes have already been paid to the date on which such party makes payment for such penalties, interest relevant taxing authority or expensesGovernmental Authority); provided further that neither the foregoing limitation Administrative Agent nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such LenderRecipient, as the case may be, and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest error. The Borrower shall also indemnify the Administrative Agent, within ten (10) days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by paragraph (g) below; provided that, such Lender or the Issuing Lender, as the case may be, shall indemnify the Borrower to the extent of any payment the Borrower makes to the Administrative Agent pursuant to this sentence. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of the Borrower any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify each Agent, each Lender and the Administrative Agent and each LenderIssuing Bank, within ten (10) 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Agent, such Lender or the Administrative Agent or such LenderIssuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative such Agent on its own behalf or on behalf of a LenderLender or the Issuing Bank, shall be conclusive absent manifest error. In additionNotwithstanding anything contained in this Section 2.10(c), none of the Agents, the Lenders, and the Issuing Bank shall be entitled to receive any payment with respect to Indemnified Taxes or Other Taxes hereunder unless such Agent, such Lender or the Issuing Bank, as applicable, makes written demand on the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) no later than 180 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand thereforupon such Agent, such Lender or the Issuing Bank, as applicable, for any incremental such Indemnified Taxes that may become payable by or Other Taxes, and (ii) the date on which such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing such Lender or the Issuing Bank has made payment of Taxessuch Indemnified Taxes or Other Taxes (except that, if such Indemnified Taxes or Other Taxes are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person and any penalties, interest and 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; provided Authority and (II) Taxes that arise because a Loan is not treated consistently with the Borrower shall not be obligated Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person, the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority (or to the Administrative Agent or such Lender within 180 days from Affected Person if such Taxes have already been paid to the date on which such party makes payment for such penalties, interest relevant taxing authority or expensesGovernmental Authority); provided further that neither the foregoing limitation Administrative Agent nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to setting forth the calculation in reasonable detail of the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank, within ten (10) days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In addition, ; provided that the Borrower shall not have any obligation to indemnify the Administrative Agent and each LenderAgent, within ten (10) days after demand therefor, such Lender or the Issuing Bank for any incremental Taxes that may become payable amounts paid by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant such Lender or the Issuing Bank under this Section 5.03 more than two years prior to clause (d) belowthe date the Administrative Agent, documentation evidencing such Lender or the payment Issuing Bank notifies the Borrower of Taxesthe amount of such payment; provided further that, if such amounts paid by the Administrative Agent, such Lender or the Issuing Bank are required to be paid retroactively, then the two year period referred to above shall be extended to include the period of retroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, Lender within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by (or required to be withheld or deducted on payments to) the Administrative Agent or such Lender, as the case may be, Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 ninety (90) days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten thirty (1030) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. The Borrower shall also indemnify the Administrative Agent, within thirty (30) days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by paragraph (g) below; provided that, such Lender or the Issuing Lender, as the case may be, shall indemnify the Borrower to the extent of any payment the Borrower makes to the Administrative Agent pursuant to this sentence. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten thirty (1030) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of the Borrower any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not ; provided that if the Borrower reasonably believes that such Indemnified Taxes were not correctly or legally imposed asserted, each Lender will use reasonable efforts to cooperate with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower in accordance with Section 3.01(f)) so long as such efforts would not, in the sole determination of such Lender result in any additional costs, expenses or asserted by the relevant Governmental Authorityrisks or be otherwise disadvantageous to it; provided provided, further, that the Borrower shall not be obligated required to indemnify the Administrative Agent or compensate any Lender pursuant to this Section 3.01 for any amount amounts incurred in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or fiscal year for which such Lender is claiming compensation if such Lender does not furnish notice of such claim within 180 days six months from the date on which end of such party makes payment for fiscal year; provided, further, that if the circumstances giving rise to such penaltiesclaim have a retroactive effect (e.g., interest or expenses; provided further that in connection with the foregoing limitation audit of a prior tax year), then the beginning of such six-month period shall not apply be extended to any include such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a any Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (but only to the extent such Taxes and penalties were not caused by the gross negligence or willful misconduct of the Administrative Agent, such Lender or the L/C Issuer), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent Agent, such Lender or any Lender the L/C Issuer pursuant to the foregoing provision for any amount in respect of any such penalties, interest Indemnified Taxes or reasonable expenses if Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) for which written demand therefor notice was not made received by the Administrative Agent or Agent, such Lender within 180 days or the L/C Issuer from the appropriate Governmental Authority more than six months prior to the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any Administrative Agent, such penaltiesLender or the L/C Issuer, interest or reasonable expenses arising out as the case may be, notifies the Borrower of the retroactive application of any such Indemnified TaxTaxes or Other Taxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, together with any other documentation reasonably requested by the Borrower, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderL/C Issuer, within ten (10) days Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) paid by the Administrative Agent Agent, such Lender or such LenderL/C Issuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or an L/C Issuer, shall be conclusive absent manifest error. In addition, After the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant any Lender or any L/C Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, the Administrative Agent, any Lender or any L/C Issuer (as the case may be) will act in good faith to clause (d) belowpromptly notify the Borrower of its obligations hereunder; provided, documentation evidencing however, that the payment failure to provide Borrower with such notice shall not release the Borrower of Taxesits indemnification obligation under this Section 3.01(c).

Indemnification by the Borrower. The Without duplication of any amounts payable under Section 3.01(a), the Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent Agent, such Lender or the L/C Issuer, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent, such LenderLender or the L/C Issuer, as the case may be, and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In additionUpon the reasonable request of any Credit Party, the Borrower shall indemnify Lenders, the L/C Issuer and the Administrative Agent agree to use their reasonable efforts to cooperate with such Credit Party (at such Credit Party’s direction and each Lenderexpense) in contesting the imposition of, within ten (10) days after demand thereforor claiming a refund of, for any incremental Indemnified Taxes that may become payable paid by such Administrative Agent or Lender (or its beneficial owners) as Credit Party, whether directly to a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or pursuant to deliver to this Section, that such Credit Party reasonably believes were not correctly or legally asserted by the relevant Governmental Authority unless the Lender, the L/C Issuer or the Administrative Agent, pursuant as the case may be, determines in good faith that pursuing such a contest or refund would be materially disadvantageous to clause (d) below, documentation evidencing the payment of Taxesit.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify an Affected Person under this Section 4.03(c) for the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result portion of any failure penalties, interest or expenses of Indemnified Taxes incurred more than 180 days prior to the earlier of (i) the date on which the Affected Person receives from the relevant Governmental Authority written notice of the Borrower to pay any imposition of such Indemnified Taxes, and (ii) the date on which such Affected Person has made payment of such Indemnified Taxes; provided that if the Indemnified Taxes when due to the appropriate Governmental Authority imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower Obligors shall jointly and severally indemnify the Administrative Agent and each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that . Notwithstanding the preceding sentence, the Borrower shall not be obligated required to indemnify a Recipient pursuant to this Section 2.16(d) for any Indemnified Taxes unless such Recipient (or the Administrative Agent or any Lender on such Recipient’s behalf) notifies the Borrower of the indemnification claim for any amount in respect such Indemnified Taxes no later than 180 days after the earlier of any such penalties, interest or reasonable expenses if (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by the Administrative Agent or upon such Lender within 180 days from Recipient for payment of such Indemnified Taxes, and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes to the relevant Governmental Authority (except that, if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 15 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, Lender in respect of any payment by or on account of any obligation of a Loan Party hereunder or under any other Credit Document and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionthe event the Lender subsequently recovers by obtaining a refund, credit or otherwise, all or part of the Borrower payment made under this Section paid by the Borrower, it shall indemnify promptly repay an equal amount to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Borrower. A Lender (or its beneficial owners) as a result shall make reasonable efforts to limit the incidence of any failure payments under this Section and seek recovery for the account of the Borrower upon the Borrower’s reasonable request at the Borrower’s expense, provided such Lender in its reasonable determination suffers no appreciable economic, legal, regulatory or other disadvantage and further provided that nothing in this Section shall require a Lender to pay disclose any Taxes when due Tax returns of such Lender or any other Tax information which such Lender deems to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesbe confidential.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Lead Administrative Agent), or by the Lead Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall indemnify the Lead Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay indefeasibly to the Lead Administrative Agent as required pursuant to Section 2.17(e) below. To the extent that the Borrower indemnifies the Lead Administrative Agent pursuant to the immediately preceding sentence for (A) an amount described in Section 2.17(e)(ii) or 2.17(e)(iii) or (B) an amount described in Section 2.17(e)(i) for which the Borrower has already indemnified an applicable Lender, the applicable Lender (or its beneficial owners) as a result of any failure of shall indemnify the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to extent of such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxespayment.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.19) paid by the Administrative Agent Agent, such Lender or such Lenderthe Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of counsel, which fees, charges and disbursements of counsel shall be on the same terms and subject to the same limitations as provided in Section 9.04(b), provided that successful recovery of such fees, charges and disbursements of counsel pursuant to this Section 2.19(c) by the Administrative Agent, any Lender or the Issuing Bank shall preclude such Administrative Agent, Lender or the Issuing Bank, as the case may be, from receiving duplicative indemnification for these same fees, charges or disbursements of counsel under Section 9.04(b) of this Agreement) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such , other than penalties, interest and expenses to the extent solely and directly attributable to the gross negligence or reasonable expenses if written demand therefor was not made willful misconduct, as determined by the a final and nonappealable judgment of a court of competent jurisdiction, of such Administrative Agent Agent, Lender, or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxIssuing Bank. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the Issuing Bank, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent Agent, any Lender or any the Issuing Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent Agent, such Lender or such the Issuing Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank for and, within ten (10) days 10 Business Days after written demand therefor, for pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by by, or required to be withheld or deducted from a payment to, the Administrative Agent Agent, such Lender or such Lenderthe Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to or the Administrative Agent)Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the Issuing Bank, shall be conclusive absent manifest error. In additionThe Borrower shall, and does hereby, indemnify the Borrower Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 2.16(d) below. The applicable Lender shall indemnify the Administrative Agent applicable Borrower, and each Lendershall make payment in respect thereof, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by amount which such Borrower is required to pay to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due pursuant to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesimmediately preceding sentence.

Indemnification by the Borrower. The Borrower Credit Parties shall jointly and severally indemnify the Administrative Agent and each LenderRecipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided provided, however, that the Borrower Credit Parties shall not be obligated required to indemnify make any payment pursuant to this Section 2.17 if the Administrative Agent or any Lender Lender, as the case may be, makes demand for any amount in respect such payment more than eighteen months after the earlier of any such penalties, interest or reasonable expenses if (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by the Administrative Agent or upon such Lender within 180 days from Person for payment of such Indemnified Taxes, and (ii) the date on which such party makes Person has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionFrom and after the Fourth Amendment Effective Date, the Borrower shall indemnify the Administrative Agent Agent, and each Lenderhold it harmless from, within ten (10) days after demand thereforany and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for any incremental purposes of determining withholding Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) imposed under FATCA, the Loans as qualifying as a result “grandfathered obligation” within the meaning of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesTreasury Regulation Section 1.1471-2(b)(2)(i).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuing Bank, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate of the Administrative Agent, a Lender or an Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In addition, the The Borrower shall also indemnify the Administrative Agent and each LenderAgent, within ten (10) days after demand therefor, for any incremental Taxes amount which a Lender or the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by paragraph (g) below; provided that may become (i) the Borrower shall not be required to indemnify the Administrative Agent pursuant to this sentence to the extent that any such amount paid or payable as required by such Administrative Agent or Lender paragraph (or its beneficial ownersg) as is a direct result of any failure of the Administrative Agent’s gross negligence or willful misconduct, and (ii) such Lender or Issuing Bank, as the case may be, shall indemnify the Borrower to pay the extent of any Taxes when due such payment the Borrower makes to the appropriate Governmental Authority or to deliver to such Administrative Agent, Agent pursuant to clause (d) below, documentation evidencing the payment of Taxesthis sentence.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not ; provided that if the Borrower reasonably believes that such Indemnified Taxes were not correctly or legally imposed asserted, each Lender will use reasonable efforts to cooperate with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower in accordance with Section 3.01(f)) so long as such efforts would not, in the sole determination of such Lender result in any additional costs, expenses or asserted by the relevant Governmental Authorityrisks or be otherwise disadvantageous to it; provided provided, further, that the Borrower shall not be obligated required to indemnify the Administrative Agent or compensate any Lender pursuant to this Section 3.01 for any amount amounts incurred in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or fiscal year for which such Lender is claiming compensation if such Lender does not furnish notice of such claim within 180 days six months from the date on which end of such party makes payment for fiscal year; provided, further, that if the circumstances giving rise to such penaltiesclaim have a retroactive effect (e.g., interest or expenses; provided further that in connection with the foregoing limitation audit of a prior tax year), then the beginning of such six-month period shall not apply be extended to any include such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a any Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower Borrower, as applicable, shall severally indemnify the Administrative Agent and each LenderRecipient, within ten (10) days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.16) payable or paid by the Administrative Agent such Recipient (whether directly or pursuant to Section 2.16(e)) or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and reasonable out-of-pocket 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability (which shall be in reasonable detail) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Primary Administrative Agent or Backup Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionThe Primary Administrative Agent, the Borrower shall indemnify the Backup Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16(d) if (i) the Borrower has agreed in writing to pay all of the Primary Administrative Agent’s, Backup Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, within ten (10ii) days after demand thereforthe Primary Administrative Agent, for any incremental Taxes that may become payable by such Backup Administrative Agent or such Lender (determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or its beneficial owners) prejudiced as a result of any failure such claim and (iii) the Borrower furnishes, upon request of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Primary Administrative Agent, pursuant Backup Administrative Agent or such Lender, an opinion of tax counsel (such opinion and such counsel to clause be reasonably acceptable to the Primary Administrative Agent, Backup Administrative Agent or such Lender) to the effect that such Indemnified Taxes were wrongly or illegally imposed. This Section 2.16(d) shall not be construed to require any indemnified party to make available its Tax returns (dor any other information relating to its Taxes that it reasonably deems confidential) below, documentation evidencing to the payment of TaxesBorrower or any other Person.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 20 days after receipt by the Borrower of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent or any Lender a Recipient pursuant to this Section 3.01(d) for any amount in respect Indemnified Taxes unless such Recipient notifies the Borrower of any the indemnification claim for such penalties, interest or reasonable expenses if Indemnified Taxes no later than 365 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by upon the Administrative Agent or Recipient for payment of such Lender within 180 days from Indemnified Taxes and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, accompanied by the calculations by which such determination was made by such ▇▇▇▇▇▇, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, Lender for the full amount of any Indemnified Taxes paid or payable by Administrative Agent or such Lender (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.16) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and 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; provided that the if Borrower shall reasonably believes that such Taxes were not be obligated to indemnify the Administrative Agent correctly or any Lender for any amount in respect of any such penaltieslegally asserted, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from Lender, as applicable, will use reasonable efforts to cooperate with Borrower to obtain a refund of such Taxes (which shall be repaid to Borrower) so long as such efforts would not, in the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out sole determination of the retroactive application Administrative Agent or such Lender, result in any additional out-of-pocket costs or expenses not reimbursed by such Credit Party or be otherwise materially disadvantageous to the Administrative Agent or such Lender, as applicable. The indemnity under this Section 2.16(e) shall be paid within 10 days after Administrative Agent or Lender as the case may be delivers to the Borrower a certificate stating the amount of any such Indemnified TaxTax so paid or payable. A Any Lender who delivers such a certificate as to the amount of such payment or liability Borrower shall deliver a copy thereof to Administrative Agent. The certificate delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive of the amount so paid or payable absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Without duplication of the Borrower’s obligations under Section 11.04, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten thirty (1030) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In additionNotwithstanding the foregoing, the Borrower shall indemnify not be required to make any payments or reimburse the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant any Lender or the L/C Issuer under this Section 3.01 with respect to clause any Taxes, Other Taxes or other amounts imposed on and paid by the Administrative Agent, such Lender or the L/C Issuer more than six (d6) belowmonths before the date on which a request for payment or reimbursement is delivered to the Borrower (except that, documentation evidencing if the payment Taxes or Other Taxes giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of Taxesretroactive effect thereof).

Indemnification by the Borrower. The Without duplication of any additional amounts paid pursuant to Section 3.01 (a), the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; , provided that that, if the Borrower shall determines that any such Indemnified Taxes or Other Taxes were not be obligated to indemnify correctly or legally imposed or asserted, the Administrative Agent or any Lender for any amount the Lender, as applicable, shall allow the Borrower to contest (and shall cooperate in respect such contest), the imposition of any such penaltiesTax upon the reasonable request of the Borrower and at the Borrower’s expense; provided, interest or reasonable expenses if written demand therefor was not made by however, that the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penaltiesLender, interest or expenses; provided further that the foregoing limitation as applicable, shall not apply be required to participate in any such penaltiescontest that would, interest in its reasonable judgment, expose it to a material commercial disadvantage or reasonable expenses arising out of the retroactive application of require it to disclose any such Indemnified Taxinformation it considers confidential or proprietary. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes conclusive; provided that may become payable by such Administrative Agent or Lender (or its beneficial owners) as amounts are determined on a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesreasonable basis.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Issuing Lender, within ten (10) 30 days after written demand therefor, for the full amount of any Indemnified Taxes (including Other Taxes, and Indemnified Taxes imposed or asserted on or attributable to amounts paid or payable under this Section, but excluding Excluded Taxes under all circumstances) paid or payable by the Administrative Agent Agent, such Lender or such Issuing Lender, as the case may be, and any penalties, penalties and interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes (including Other Taxes) were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability liability, prepared in good faith and delivered to the Borrower by a Lender or an Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall not be obligated to indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Indemnified Taxes that may become payable (including Other Taxes) if a written demand therefor is not made by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) belowa Lender or an Issuing Lender, documentation evidencing as the payment case may be, within 120 days from the first date the Administrative Agent, such Lender or such Issuing Lender knows or reasonably should have known of the imposition of such Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) paid by the Administrative Agent Agent, such Lender or such LenderIssuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a such Lender or such Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lendersuch Lender or such Issuer, shall be conclusive absent manifest error. In additionAfter any Lender or any Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or such Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide Borrower with such notice shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of not release the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesfrom its indemnification obligations under this Section 3.10.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lender, within ten (10) days after demand therefor, the L/C Issuer for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . If the Administrative Agent, any Lender or the L/C Issuer desires indemnification under this Section 3.01(c), the Administrative Agent, such Lender or the L/C Issuer, as the case may be, shall notify the Borrower of the payment of the applicable Indemnified Taxes or Other Taxes as promptly as is practicable, and in no event later than one hundred twenty (120) days after the later of the date of such payment (or, if later, the date the Administrative Agent, such Lender or the L/C Issuer, as the case may be, is notified of its obligation to make such payment by the applicable Governmental Authority). If the Administrative Agent, such Lender or the L/C Issuer, as the case may be, fails to prove such notice to the Borrower within one hundred twenty (120) days after the date of such payment (or, if later, the date the Administrative Agent, such Lender or the L/C Issuer, as the case may be, is notified of its obligation to make such payment by the applicable Governmental Authority), the Administrative Agent, such Lender or the L/C Issuer, as the case may be, shall not be obligated entitled to indemnify indemnification under this Section 3.01(c) for such payment. Payment by the Borrower pursuant to this Section 3.01(c) shall be made within thirty (30) days after the date the Administrative Agent, such Lender or the L/C Issuer, as the case may be, makes written demand therefore (submitted through the Administrative Agent in the case of a demand by a Lender or any Lender for any amount the L/C Issuer) which demand shall be accompanied by a certificate describing in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to detail the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesand the basis thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderHolder, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.16) payable or paid by by, or required to be withheld or deducted from a payment to, the Administrative Agent Agent, such Lender or such LenderHolder, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of counsel, which fees, charges and disbursements of counsel shall be on the same terms and subject to the same limitations as provided in Section 9.04(b), provided that successful recovery of such fees, charges and disbursements of counsel pursuant to this Section 2.16(c) by the Administrative Agent or any Lender or Holder shall preclude such Administrative Agent or such Lender or Holder from receiving duplicative indemnification for these same fees, charges or disbursements of counsel under Section 9.04(b) of this Agreement) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that , other than penalties, interest and expenses to the Borrower shall not be obligated extent solely and directly attributable to indemnify the gross negligence or willful misconduct, as determined by a final nonappealable judgment of a court of competent jurisdiction, of such Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxHolder. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Holder (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or Holder, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall (i) Each Loan Party shall, jointly and severally, indemnify the Administrative Agent Agent, each Lender and each Lenderany L/C Issuer, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent Agent, such Lender or any L/C Issuer or required to be withheld or deducted from a payment to the Administrative Agent, such LenderLender or any L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower . Each Loan Party shall not be obligated to also, and does hereby, indemnify the Administrative Agent or any Lender Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount in respect of which a Lender or any such penalties, interest or reasonable expenses if written demand therefor was not made by L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out as required by clause (ii) of the retroactive application of any such Indemnified Taxthis subsection. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or any L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or any L/C Issuer, shall be conclusive absent manifest error. In addition. (ii) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall each Lender and any L/C Issuer shall, and does hereby, indemnify the Administrative Agent (but only to the extent that the Borrower has not already done so and each Lenderwithout limiting the Borrower’s obligation to do so), and shall make payment in respect thereof within ten (10) days after demand therefor, for against (i) any incremental and all Indemnified Taxes attributable to such Lender (but only to the extent that may become payable by such the Borrower has not already indemnified the Administrative Agent or Lender (or its beneficial owners) as a result of any failure for such Indemnified Taxes and without limiting the obligation of the Borrower to pay do so), (ii) any Taxes when attributable to such Lender’s failure to comply with the provisions of Section 11.6(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and all reasonable expenses incurred by or asserted against the Administrative Agent by any Governmental Authority and attributable to such Lender or any L/C Issuer, as the case may be, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and any L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or any L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the appropriate Governmental Authority or to deliver to such Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, pursuant to clause (d) belowany assignment of rights by, documentation evidencing or the payment replacement of, a Lender or any L/C Issuer, the termination of Taxesthe Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) paid by the Administrative Agent Agent, such Lender or such Lenderthe Issuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the Issuer, shall be conclusive absent manifest error. In additionAfter any Lender or the Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or the Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide Borrower with such notice shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of not release the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesfrom its indemnification obligations under this Section 3.10.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderLender for and, within ten (10) days Business Days after written demand therefor, for pay the full amount of any Indemnified Covered Taxes (including Indemnified Covered Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.14) payable or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionIndemnification by the Lenders. To the extent required by any applicable law, the Borrower shall Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.14(a) or (c), each Lender shall, and does hereby, agree to indemnify the Administrative Agent Agent, and each Lender, shall make payable in respect thereof within ten (10) 10 days after demand therefor, (i) against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for any incremental Taxes that may become payable the Administrative Agent) (collectively, “Tax Damages”) incurred by such or asserted against the Administrative Agent by the Internal Revenue Service or Lender (or its beneficial owners) any other Governmental Authority as a result of any the failure of the Borrower Administrative Agent to pay properly withhold Tax from amounts paid to or for the account of such Lender for any Taxes when reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective) and (ii) Tax Damages attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the appropriate Governmental Authority or to deliver to such Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, pursuant to clause (d) belowany assignment of rights by, documentation evidencing or the payment replacement of, a Lender, the termination of Taxesthe Commitments and the repayment, satisfaction or discharge of all other obligations.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and Agent, a Lender or each LenderIssuing Bank, within ten thirty (1030) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to of the Administrative Agent, such Lender or an Issuing Bank setting forth the type and rate of tax and the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In additionNotwithstanding any provision to the contrary herein or in any other Loan Document, neither the Borrower nor a Guarantor shall indemnify any Person for, or pay any additional amounts with respect to, any Excluded Taxes, except to the extent provided in the last sentence of this paragraph (c). The Borrower shall also indemnify the Administrative Agent and each LenderAgent, within ten (10) days after demand therefor, for any incremental amount which a Lender for any reason fails to pay to the Administrative Agent as required by Section 5.03(d)(ii) below, except to the extent such Taxes that may become are paid or payable by such the Administrative Agent or Lender (or its beneficial ownersunder Section 5.03(d)(ii) as a result of any failure of its gross negligence or willful misconduct; provided that, such Lender shall indemnify the Borrower to pay the extent of any Taxes when due such payment the Borrower makes to the appropriate Governmental Authority or to deliver to such Administrative Agent, Agent pursuant to clause (d) below, documentation evidencing the payment of Taxesthis sentence.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In additionNotwithstanding the foregoing, the Borrower shall indemnify not be required to compensate the Administrative Agent and each LenderAgent, within ten any Lender or the Issuing Bank pursuant to this Section 5.03(c) for any Indemnified Taxes to the extent that such Indemnified Taxes (10i) are attributable to the period beginning 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, Lender or Issuing Bank received written notice of the imposition of the Indemnified Taxes if such Administrative Agent, Lender or Issuing Bank has not made a written demand for compensation pursuant to clause this Section 5.03(c) within 180 days after the receipt of such written notice, and (dii) below, documentation evidencing the payment of Taxeswould not have been imposed if such Lender had designated a different lending office pursuant to Section 5.04(a) or such Lender had been replaced pursuant to Section 5.04(b).

Indemnification by the Borrower. The Borrower To the fullest extent permitted by applicable State law, the Issuer shall indemnify the Administrative Agent Bank and each Lenderother Noteholder, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Bank or such Lender, as the case may be, Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower Issuer shall not be obligated to indemnify reimburse the Administrative Agent Bank or any Lender Noteholder for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent relating to Indemnified Taxes and Other Taxes arising from such indemnified party’s own negligence or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxwillful misconduct. A certificate as to stating the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or Issuer by the Administrative Agent on its own behalf Bank or on behalf of a Lender, such Noteholder shall be conclusive absent manifest error. In addition, the Borrower Issuer shall indemnify the Administrative Agent Bank and each Lenderthe other Noteholders, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent Bank or Lender (or its beneficial owners) any Noteholder as a result of any failure of the Borrower Issuer to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agentthe Bank and the other Noteholders, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Subject to and without limiting the preceding sentence, if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, each Lender will use reasonable efforts to cooperate with the Borrower to obtain a refund of such taxes so long as such efforts would not, in the sole determination of such Lender, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided provided, further, that the Borrower shall not be obligated required to indemnify the Administrative Agent or compensate any Lender pursuant to this Section 3.01 for any amount amounts incurred in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or fiscal year for which such Lender is claiming compensation if such Lender does not furnish notice of such claim within 180 days six months from the date on which end of such party makes payment for fiscal year; provided, further, that if the circumstances giving rise to such penaltiesclaim have a retroactive effect (e.g., interest or expenses; provided further that in connection with the foregoing limitation audit of a prior tax year), then the beginning of such six-month period shall not apply be extended to any include such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a any Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Each Borrower shall indemnify the Administrative Agent and hereby indemnifies each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.8) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided . Promptly upon having knowledge that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penaltiesIndemnified Taxes have been levied, interest imposed or reasonable expenses if written demand therefor was not made assessed, and promptly upon notice by the Administrative Agent or the Lender, the Borrowers shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority, provided that neither the Administrative Agent nor the Lender within 180 days from the date on which shall be under any obligation to provide any such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply notice to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower Borrowing Agent by a the Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a the Lender, shall be conclusive absent manifest error. In addition, the Each Borrower shall indemnify hereby indemnifies the Administrative Agent Agent, and each Lendershall make payment in respect thereof, within ten (10) days after demand therefor, for any incremental Taxes amount that may become payable by such the Lender for any reason fails to pay indefeasibly to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.required by Section 2.8

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent Agent, such Lender (or such its beneficial owners) or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. The Borrower shall also indemnify the Administrative Agent, within 10 days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by this paragraph (c); provided that, such Lender or the Issuing Lender, as the case may be, shall indemnify the Borrower to the extent of any payment the Borrower makes to the Administrative Agent pursuant to this sentence. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of the Borrower any Credit Party or Obligated Foreign Subsidiary to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) belowe), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative or cause to be indemnified each Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 9.1 but without duplication of any amounts paid or indemnified under paragraph (b) above) paid or payable by the Administrative such Agent or such Lender, as the case may be, and any reasonable penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect theretothereto (other than any penalties, interest and out-of-pocket expenses resulting solely from the gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction by final and non-appealable judgment), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Government Authority; provided that provided, that, the Borrower shall not be obligated required to indemnify the Administrative compensate any Agent or any Lender pursuant to this Section 9.1(d) for any amount in respect of any interest, additions to tax or penalties that accrue later than 180 days after the date such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out ▇▇▇▇▇▇ first receives a written notice of deficiency of the retroactive application of any such relevant Indemnified Tax. A certificate Any Agent or Lender claiming indemnity pursuant to this Section 9.1(d) shall notify the relevant Borrower of the imposition of such relevant Indemnified Taxes as to the soon as practicable after such Agent or Lender becomes aware of such imposition. The amount of such payment or liability and the denomination thereof as set forth in a certificate delivered to the Borrower by the Collateral Agent or a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of the Collateral Agent or a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.14) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender such Credit Party (with a copy to the Administrative Agent, unless the Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of a Lenderany other Credit Party, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify a Credit Party for any accrued Indemnified Taxes under this Section 2.14(c) unless such Credit Party notifies the Administrative Agent and each Lender, within ten (10) Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure the date on which the Credit Party receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower’s obligation to pay any indemnify such Credit Party for such Indemnified Taxes when due accrued after such earlier date if such Credit Party has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.14(c); provided, further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderL/C Issuer, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent Agent, such Lender or such LenderL/C Issuer, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent, such Lender or such L/C Issuer, and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to setting forth in reasonable detail the nature and amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or an L/C Issuer, shall be conclusive absent manifest error. In additionThe Borrower shall, the Borrower shall and does hereby, indemnify the Administrative Agent Agent, and each Lender, within ten (10) days shall make payment in respect thereof promptly after written demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, required pursuant to clause (dSection 3.01(e) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability setting forth in reasonable detail the computations made to determine such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In additionNotwithstanding the foregoing, the Borrower shall indemnify not be liable for the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result reimbursement of any failure interest, penalties or expenses relating to Indemnified Taxes or Other Taxes arising from the gross negligence or willful misconduct of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant any Lender or the L/C Issuer in taking any action it was required to clause (d) below, documentation evidencing the payment of Taxestake.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid payable by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with such Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of the Administrative Agent or such Lender, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided, further, that Borrower shall not be obligated required to indemnify compensate the Administrative Agent or any Lender pursuant to this Section 3.01(c) for any amount in respect of any amounts incurred more than twelve months prior to the date such penalties, interest Lender or reasonable expenses if written demand therefor was not made by the Administrative Agent Agent, as the case may be, notifies Borrower of such Lender’s or the Administrative Agent’s intention to claim compensation therefor, but if the circumstances giving rise to such Lender within 180 days from claim have a retroactive effect (e.g., in connection with the date on which audit of a prior tax year), then such party makes payment for twelve-month period shall be extended to include such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, or the L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Without duplication of any additional amounts paid pursuant to Section 3.01(a), the Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; , provided that that, if the Borrower shall determines that any such Indemnified Taxes or Other Taxes were not be obligated to indemnify correctly or legally imposed or asserted, the Administrative Agent or any Lender for any amount the Lender, as applicable, shall allow the Borrower to contest (and shall cooperate in respect such contest), the imposition of any such penaltiesTax upon the reasonable request of the Borrower and at the Borrower’s expense; provided, interest or reasonable expenses if written demand therefor was not made by however, that the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penaltiesLender, interest or expenses; provided further that the foregoing limitation as applicable, shall not apply be required to participate in any such penaltiescontest that would, interest in its reasonable judgment, expose it to a material commercial disadvantage or reasonable expenses arising out of the retroactive application of require it to disclose any such Indemnified Taxinformation it considers confidential or proprietary. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes conclusive; provided that may become payable by such Administrative Agent or Lender (or its beneficial owners) as amounts are determined on a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesreasonable basis.

Indemnification by the Borrower. The Borrower Loan Parties shall jointly and severally indemnify the Administrative Agent and each LenderRecipient, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and all 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. Each Recipient agrees to promptly notify the Loan Parties of the imposition of any Indemnified Taxes; provided provided, however, that the Borrower a Recipient’s failure to provide prompt notice to Loan Party shall not be obligated prejudice any of such Recipient’s rights in this Agreement (other than (i) Indemnified Taxes or Other Taxes and additional amounts that a court of competent jurisdiction finally determines to indemnify have resulted from the Administrative Agent gross negligence or any Lender for any amount in respect willful misconduct of any such penalties, Recipient or (ii) interest or reasonable expenses if penalties attributable to the failure or delay by such Recipient to make a written demand therefor was not made by to the Administrative Agent or such Lender Loan Party within 180 days from the date on which of becoming aware that such party makes payment for such penaltiesTaxes subject to indemnification under this Section 5.03(c) have been levied, interest imposed or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxasserted against it). A certificate as to the amount of such payment or liability delivered to the Borrower by the Administrative Agent (on its own behalf or on behalf of a Lender), the Collateral Agent or a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, ) shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The To the extent not paid, reimbursed or compensated pursuant to Section 5.03(a), the Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefordelivery of the certificate referred to in the last sentences of this clause (c), for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person and any penalties, interest and 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; provided Authority and (II) the excess of any Taxes that arise because any Reimbursement Obligation is not treated for U.S. federal, state, local or franchise tax purposes as intended under Section 5.03(j) over the Borrower shall not be obligated amount of Taxes that would have been payable had such Reimbursement Obligation been treated by such Governmental Authority for U.S. federal, state, local or franchise tax purposes as intended under Section 5.03(j) (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to indemnify make such Affected Person whole on an after‑tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person, to the extent not previously paid by the Affected Person, the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority; provided that neither the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to that describes in reasonable detail the amount basis for the indemnified claim, along with copies of such any receipts, evidence of payment or liability other correspondence to or from a Governmental Authority relating to or supporting such indemnified claim shall be delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, and shall be conclusive as to the amounts paid or payable absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not ; provided that if the Borrower reasonably believes that such Indemnified Taxes were not correctly or legally imposed asserted, each Lender will use reasonable efforts to cooperate with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower in accordance with Section 3.01(f)) so long as such efforts would not, in the sole determination of such Lender result in any additional costs, expenses or asserted by the relevant Governmental Authorityrisks or be otherwise disadvantageous to it; provided further, that the Borrower shall not be obligated required to indemnify the Administrative Agent or compensate any Lender pursuant to this Section 3.01 for any amount amounts incurred in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or fiscal year for which such Lender is claiming compensation if such Lender does not furnish notice of such claim within 180 days six months from the date on which end of such party makes payment for such penalties, interest or expensesfiscal year; provided further further, that if the foregoing limitation circumstances giving rise to such claim have a retroactive effect (e.g., in connection with the audit of a prior tax year), then the beginning of such six-month period shall not apply be extended to any include such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a any Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.03) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person and any penalties, interest and 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; provided . Promptly upon having knowledge that the Borrower shall not be obligated to indemnify any such Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person (or its related Group Agent), the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority; provided that neither the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In additionNotwithstanding anything to the contrary herein, the Borrower Servicer shall indemnify each Affected Person for the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result full amount of any failure Taxes described in this Section 4.03 to the extent that the Borrower has not already indemnified such Affected Person for such Taxes and without limiting any obligation of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesdo so.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank for and, within ten (10) days 10 Business Days after written demand therefor, for pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by by, or required to be withheld or deducted from a 56 Revolving Credit Agreement payment to, the Administrative Agent Agent, such Lender or such Lenderthe Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to or the Administrative Agent)Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the Issuing Bank, shall be conclusive absent manifest error. In additionThe Borrower shall, and does hereby, indemnify the Borrower Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 2.16(d) below. The applicable Lender shall indemnify the Administrative Agent applicable Borrower, and each Lendershall make payment in respect thereof, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by amount which such Borrower is required to pay to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due pursuant to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesimmediately preceding sentence.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten thirty (1030) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.11) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify make payment to the Administrative Agent or any Agent, each Lender for any amount in and the Issuing Lender, as applicable, with respect of any such to penalties, interest or reasonable and expenses if (i) written demand therefor was not made by the Administrative Agent or such Lender within 180 ninety (90) days from the date on which such party makes payment for such penaltiesAdministrative Agent, interest Lender or expenses; provided further that the foregoing limitation shall not apply to any such penaltiesIssuing Lender, interest or reasonable expenses arising out as applicable, received written notice of the retroactive application imposition of any Indemnified Taxes or Other Taxes or (ii) such Indemnified Taxamounts arose or accrued after the Borrower’s satisfaction of the indemnification obligations for which the applicable written demand was made pursuant to clause (i) above. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and hereby indemnifies each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that provided, however, the Borrower shall not be obligated required to indemnify the Administrative Agent or any Lender a Recipient pursuant to this Section 2.17(d) for any amount in respect of any Indemnified Taxes unless such penalties, interest or reasonable expenses if Recipient makes written demand therefor was not made by on the Administrative Agent or Borrower for indemnification no later than nine months after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Lender within 180 days from Recipient for payment of such Indemnified Taxes and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes (Except that, if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). A certificate as to the amount of such payment or liability shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. (i) The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by or required to be withheld or deducted from a payment to the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition. (ii) Each Lender and the L/C Issuer shall, the Borrower and does hereby, severally indemnify, and shall indemnify the Administrative Agent and each Lender, make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or Lender the L/C Issuer (or its beneficial owners) as a result of any failure but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to pay do so) and (y) the Administrative Agent against any Excluded Taxes when attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to Agent under this clause (d) below, documentation evidencing the payment of Taxesii).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid payable by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with such Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of the Administrative Agent or such Lender, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided, further, that Borrower shall not be obligated required to indemnify compensate the Administrative Agent or any Lender pursuant to this Section 3.01(c) for any amount in respect of any amounts incurred more than twelve months prior to the date such penalties, interest Lender or reasonable expenses if written demand therefor was not made by the Administrative Agent Agent, as the case may be, notifies Borrower of such Lender’s or the Administrative Agent’s intention to claim compensation therefor, but if the circumstances giving rise to such Lender within 180 days from claim have a retroactive effect (e.g., in connection with the date on which audit of a prior tax year), then such party makes payment for twelve-month period shall be extended to include such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent and each Lender, Lender and shall make payment in respect thereof within ten thirty (1030) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.5) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, for any amount which a Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out as required by clause (ii)(x)(1) of the retroactive application of any such Indemnified Taxthis subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, (x) indemnify the Borrower shall indemnify and the Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten thirty (1030) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for any incremental Taxes that may become payable the Borrower or the Administrative Agent) incurred by such or asserted against the Borrower or the Administrative Agent or Lender (or its beneficial owners) by any Governmental Authority as a result of (1) the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection (e) or (2) the failure of such Lender to comply with the provisions of Section 12.1(d) relating to the maintenance of a Participant Register and (y) the Administrative Agent against any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower to pay do so) or Excluded Taxes attributable to such Lender, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes when were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the appropriate Governmental Authority or to deliver to such Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, pursuant to clause (d) belowany assignment of rights by, documentation evidencing or the payment replacement of, a Lender, the termination of Taxesthe Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent each Agent, and each Lender, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) paid payable by the Administrative Agent such Agent, or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, such Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Agent or such Lender, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided, further, that the Borrower shall not be obligated required to indemnify the Administrative compensate any Agent or any Lender pursuant to this Section 3.01(c) for any amount in respect amounts paid more than twelve months prior to the date such Lender or such Agent, as the case may be, notifies the Borrower of such Lender’s or such Agent’s intention to claim compensation therefor to the extent any portion of such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative amounts are directly attributable to such Agent or Lender’s failure to provide notice within the required period, but if the circumstances giving rise to such Lender within 180 days from claim have a retroactive effect (e.g., in connection with the date on which audit of a prior tax year), then such party makes payment for twelve-month period shall be extended to include such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Paying Agent, the Collateral Agent, each Lender and each Lenderthe Fronting Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, the Paying Agent, the Collateral Agent, such Lender or such Lenderthe Fronting Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower shall reasonably believes that such Taxes or Other Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent Agent, the Paying Agent, the Collateral Agent, such Lender or any the Fronting Bank, as the case may be, will use reasonable efforts to cooperate with the Borrower (at the Borrower's expense) to obtain a refund of such Taxes or Other Taxes (in cash or as an offset against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 2.16(f). The Administrative Agent, the Paying Agent, the Collateral Agent, each Lender for any amount in respect and the Fronting Bank agree to promptly notify the Borrower of any claim under this Section 2.16(c) of which they become aware; provided that any failure to provide such penalties, interest or reasonable expenses if written demand therefor was not made by notice shall in no way impair the Administrative Agent or such Lender within 180 days from the date on which rights of such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxdemand and receive compensation under this Section 2.16(c). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to or the Administrative Agent)Fronting Bank, or by the Administrative Paying Agent on its own behalf or on behalf of a LenderLender or the Fronting Bank, or by the Collateral Agent, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be conclusive absent manifest error. In additionNotwithstanding the foregoing, the Borrower shall indemnify not be required to compensate any Administrative Agent, Lender or Issuing Bank pursuant to this Section 5.03(c) for any Indemnified Taxes to the Administrative Agent and each Lender, within ten extent that such Indemnified Taxes (10i) are attributable to the period beginning 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, Lender or Issuing Bank received written notice of the imposition of the Indemnified Taxes if such Administrative Agent, Lender or Issuing Bank has not made a written demand for compensation pursuant to clause this Section 5.03(c) within 180 days after the receipt of such written notice, and (dii) below, documentation evidencing the payment of Taxeswould not have been imposed if such Lender had designated a different lending office pursuant to Section 5.04(a) or such Lender had been replaced pursuant to Section 5.04(b).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender such Credit Party (with a copy to the Administrative Agent, unless the Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of a Lenderany other Credit Party, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify a Credit Party for any accrued Indemnified Taxes under this Section 2.15(c) unless such Credit Party notifies the Administrative Agent and each Lender, within ten (10) Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure the date on which the Credit Party receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower's obligation to pay any indemnify such Credit Party for such Indemnified Taxes when due accrued after such earlier date if such Credit Party has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.15(c); and provided further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, Lender within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or the Lender (or its beneficial owners) as a result of any failure of the Borrower any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agentthe Lender, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderHolder, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.19) paid by the Administrative Agent Agent, such Lender or such LenderHolder, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of counsel, which fees, charges and disbursements of counsel shall be on the same terms and subject to the same limitations as provided in Section 9.04(b), provided that successful recovery of such fees, charges and disbursements of counsel pursuant to this Section 2.19(c) by the Administrative Agent or any Lender or Holder shall preclude such Administrative Agent or such Lender or Holder from receiving duplicative indemnification for these same fees, charges or disbursements of counsel under Section 9.04(b) of this Agreement) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that , other than penalties, interest and expenses to the Borrower shall not be obligated extent solely and directly attributable to indemnify the gross negligence or willful misconduct, as determined by a final and nonappealable judgment of a court of competent jurisdiction, of such Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxHolder. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Holder (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or Holder, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Collateral Agent, each Lender and each Issuing Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, the Collateral Agent, such Lender or such Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower shall reasonably believes that such Taxes or Other Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent, the Collateral Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower (at the Borrower’s expense) to obtain a refund of such Taxes or Other Taxes (in cash or as an offset against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 2.16(f). The Administrative Agent, the Collateral Agent or any Lender for any amount in respect agree to promptly notify the Borrower of any claim under this Section 2.16(c) of which they become aware; provided that any failure to provide such penalties, interest or reasonable expenses if written demand therefor was not made by notice shall in no way impair the Administrative Agent or such Lender within 180 days from the date on which rights of such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxdemand and receive compensation under this Section 2.16(c). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent)or Issuing Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Lender, or by the Collateral Agent, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent Agent, such Lender (or such its beneficial owners) or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. The Borrower shall also indemnify the Administrative Agent, within 10 days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by this paragraph (c); provided that, such Lender or the Issuing Lender, as the case may be, shall indemnify the Borrower to the extent of any payment the Borrower makes to the Administrative Agent pursuant to this sentence. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of the Borrower any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) belowe), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Issuing Lender and each Lender, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) attributable to the Borrower under any Loan Document and paid by the Administrative Agent or such Lender, as the case may be, Lender or such Issuing Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Lender, shall be conclusive absent manifest error. In addition, provided that if the Borrower shall indemnify has satisfied its indemnity obligation and delivers to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes an opinion of nationally recognized counsel to the effect that may become payable it is more likely than not that such assertion by such Administrative Agent or Lender (or its beneficial owners) the Governmental Authority is incorrect as a result matter of any failure law, each Lender shall reasonably assist the Borrower in contesting such Taxes (at the sole expense of the Borrower Borrower) and seeking refund thereof and, provided further that such assistance shall not be construed to pay impose on any Taxes when due Lender an obligation to the appropriate Governmental Authority disclose information it reasonably considers confidential or to deliver to proprietary or arrange its tax affairs other than as such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesLender sees fit.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent each Agent, and each Lender, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid payable by the Administrative Agent such Agent, or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, such Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Agent or such Lender, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided, further, that the Borrower shall not be obligated required to indemnify the Administrative compensate any Agent or any Lender pursuant to this Section 3.01(c) for any amount in respect amounts paid more than twelve months prior to the date such Lender or such Agent, as the case may be, notifies the Borrower of such Lender’s or such Agent’s intention to claim compensation therefor to the extent any portion of such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative amounts are directly attributable to such Agent or Lender’s failure to provide notice within the required period, but if the circumstances giving rise to such Lender within 180 days from claim have a retroactive effect (e.g., in connection with the date on which audit of a prior tax year), then such party makes payment for twelve-month period shall be extended to include such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Issuing Bank and each Lender, within ten 10 ​ WBD (10US) 42673629v7​ ​ days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, the Issuing Bank or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided provided, that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount make a payment pursuant to this Section in respect of penalties, interest and additions to Tax attributable to any Indemnified Taxes or Other Taxes (and, for the avoidance of doubt, reasonable expenses arising therefrom or with respect thereto), if (i) such penalties, interest or reasonable expenses if written demand therefor was not made by additions to Tax are attributable to the failure of the Administrative Agent Agent, the Issuing Bank or such any Lender within 180 days to pay to the relevant Governmental Authority amounts received by it from the date on which Borrower in respect of Indemnified Taxes or Other Taxes within thirty (30) calendar days after receipt of such party makes payment for amount from the Borrower or (ii) such penalties, interest or expenses; provided further that additions to Tax are attributable to the foregoing limitation shall not apply to any such penalties, interest gross negligence or reasonable expenses arising out willful misconduct of the retroactive application of Administrative Agent, the Issuing Bank or any such Indemnified TaxLender. A certificate as to the amount of such payment or liability delivered to the Borrower by the Issuing Bank, a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower Loan Parties shall jointly and severally(d) indemnify the Administrative Agent and each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.2) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, Recipient and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, Indemnification by the Borrower Lenders. Each Lender shall severally indemnify the the(e) Administrative Agent and each LenderAgent, within ten (10) days after demand therefor, for (i) any incremental Indemnified Taxes attributable to such Lender (but only to the extent that may become no Loan Party has already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 11.7 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Administrative Agent or to the Lender (or its beneficial owners) as a result of from any failure of the Borrower to pay other source against any Taxes when amount due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to Agent under this clause (d) below, documentation evidencing the payment of Taxese).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.14) payable or paid by the Administrative Agent Lender or such Lender, as required to be withheld or deducted from a payment to the case may be, Lender and any penalties, interest and 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; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify the Administrative Agent and each Lender, within ten (10Lender for any accrued Indemnified Taxes under this Section 2.14(c) unless the Lender notifies the Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or the earlier of (i) the date on which the Lender (or its beneficial owners) as a result of any failure receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which the Lender has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower’s obligation to pay any indemnify the Lender for such Indemnified Taxes when due accrued after such earlier date if the Lender has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.14(c); provided, further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, and each Lender, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) attributable to the Borrower under any Loan Document and paid by the Administrative Agent or such Lender, as the case may be, Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, provided that if the Borrower shall indemnify has satisfied its indemnity obligation and delivers to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes an opinion of nationally recognized counsel to the effect that may become payable it is more 5-YEAR REVOLVING CREDIT AGREEMENT likely than not that such assertion by such Administrative Agent or Lender (or its beneficial owners) the Governmental Authority is incorrect as a result matter of any failure law, each Lender shall reasonably assist the Borrower in contesting such Taxes (at the sole expense of the Borrower Borrower) and seeking refund thereof and, provided further that such assistance shall not be construed to pay impose on any Taxes when due Lender an obligation to the appropriate Governmental Authority disclose information it reasonably considers confidential or to deliver to proprietary or arrange its tax affairs other than as such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesLender sees fit.

Indemnification by the Borrower. (i) The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or any Lender Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount in respect of which a Lender or the L/C Issuer for any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out as required by clause (ii) of the retroactive application of any such Indemnified Taxthis subsection. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrower shall indemnify and the Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for any incremental Taxes that may become payable the Borrower or the Administrative Agent) incurred by or asserted against such Borrower or the Administrative Agent or Lender (or its beneficial owners) by any Governmental Authority as a result of any the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to such Borrower or the Administrative Agent pursuant to pay subsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any Taxes when and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the appropriate Governmental Authority or to deliver to such Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, pursuant to clause (d) belowany assignment of rights by, documentation evidencing or the payment replacement of, a Lender or the L/C Issuer, the termination of Taxesthe Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) paid by the Administrative Agent Agent, such Lender or such Lenderthe Issuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a such Lender or the Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lendersuch Lender or the Issuer, shall be conclusive absent manifest error. In additionAfter any Lender or the Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or the Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide Borrower with such notice shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of not release the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesfrom its indemnification obligations under this Section 3.10.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative or cause to be indemnified each Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 9.1 but without duplication of any amounts paid or indemnified under paragraph (b) above) paid or payable by the Administrative such Agent or such Lender, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect theretothereto (other than any penalties, interest and out-of-pocket expenses resulting solely from the gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction by final and non-appealable judgment), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Government Authority; provided that provided, that, the Borrower shall not be obligated required to indemnify the Administrative compensate any Agent or any Lender pursuant to this Section 9.1(d) for any amount in respect of any interest, additions to tax or penalties that accrue later than 180 days after the date such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out ▇▇▇▇▇▇ first receives a written notice of deficiency of the retroactive application of any such relevant Indemnified Tax. A certificate Any Agent or ▇▇▇▇▇▇ claiming indemnity pursuant to this Section 9.1(d) shall notify the Borrower of the imposition of such relevant Indemnified Taxes as to the soon as practicable after such Agent or ▇▇▇▇▇▇ becomes aware of such imposition. The amount of such payment or liability and the denomination thereof as set forth in a certificate delivered to the Borrower by the Collateral Agent or a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of the Collateral Agent or a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Revolving Lender and each LenderL/C Issuer, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable by the Borrower under this SectionSection 3.01(c)) paid by the Administrative Agent Agent, such Revolving Lender or such LenderL/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (other than any penalty imposed as a result of any gross negligence or unlawful misconduct of the Administrative Agent, such Revolving Lender or such L/C Issuer, as the case may be), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Revolving Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderRevolving Lender or an L/C Issuer, shall be conclusive absent manifest error. In addition; provided that promptly following written request therefor, any such Revolving Lender or L/C Issuer or the Administrative Agent shall deliver a statement to the Borrower setting forth in reasonable detail the basis for amount set forth in such certificate. Each Revolving Lender and each L/C Issuer shall severally indemnify the Administrative Agent and each LenderAgent, within ten (10) days after written demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result the full amount of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver attributable to such Revolving Lender or such L/C Issuer that are payable or paid by the Administrative Agent, pursuant and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to clause (d) below, documentation evidencing the amount of such payment of Taxesor liability delivered to such Revolving Lender or such L/C Issuer by the Administrative Agent shall be conclusive absent manifest error.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and 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; provided that if the Borrower shall reasonably believes that such Indemnified Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent or any Agent, Issuing Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from Lender, as the date on which such party makes payment for such penaltiescase may be, interest or expenses; provided further that will use reasonable efforts to cooperate with the foregoing limitation shall not apply Borrower (at the Borrower's expense) to any such penalties, interest or reasonable expenses arising out obtain a refund of the retroactive application of any such Indemnified TaxTaxes (in cash or as a credit against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 4.13(f). A certificate as to the amount of such payment or liability (along with a copy of any applicable documents from the Internal Revenue Service or other Governmental Authority that asserts such claim as to Indemnified Taxes) delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Issuing Bank and each Lender, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, the Issuing Bank or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided provided, that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount make a payment pursuant to this Section in respect of penalties, interest and additions to Tax attributable to any Indemnified Taxes or Other Taxes (and, for the avoidance of doubt, reasonable expenses arising therefrom or with respect thereto), if (i) such penalties, interest or reasonable expenses if written demand therefor was not made by additions to Tax are attributable to the failure of the Administrative Agent Agent, the Issuing Bank or such any Lender within 180 days to pay to the relevant Governmental Authority amounts received by it from the date on which Borrower in respect of Indemnified Taxes or Other Taxes within thirty (30) calendar days after receipt of such party makes payment for amount from the Borrower or (ii) such penalties, interest or expenses; provided further that additions to Tax are attributable to the foregoing limitation shall not apply to any such penalties, interest gross negligence or reasonable expenses arising out willful misconduct of the retroactive application of Administrative Agent, the Issuing Bank or any such Indemnified TaxLender. A certificate as to the amount of such payment or liability 767077577.9 delivered to the Borrower by the Issuing Bank, a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Collateral Agent, each Lender and each the Issuing Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, the Collateral Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower shall reasonably believes that such Taxes or Other Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent, the Collateral Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower (at the Borrower's expense) to obtain a refund of such Taxes or Other Taxes (in cash or as an offset against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 2.16(f). The Administrative Agent, the Collateral Agent or any Lender for any amount in respect agree to promptly notify the Borrower of any claim under this Section 2.16(c) of which they become aware; provided that any failure to provide such penalties, interest or reasonable expenses if written demand therefor was not made by notice shall in no way impair the Administrative Agent or such Lender within 180 days from the date on which rights of such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxdemand and receive compensation under this Section 2.16(c). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to or the Administrative Agent)Issuing Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, or by the Collateral Agent, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.