Common use of Indemnification by the Authority Clause in Contracts

Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify the Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender shall be conclusive absent manifest error. In addition, the Authority shall indemnify the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, such compensation, and the Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided that, none of the Lender, the Participant or the Noteholder shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholder, as applicable, for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender or the Authority reasonably believes not to have been properly assessed.

Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify the Administrative Agent, each Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous X x xxxx I aneous Taxes (including Indemnified i ncl udi ng I ndemni fi ed Taxes or Miscellaneous X x xxxx I aneous Taxes imposed i mposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Gcvernmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender Administrative Agent and such Lender, as applicable, shall be conclusive absent manifest error. In addition, the Authority theAuthority shall indemnify the Administrative Agent and such Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Administrative Agent and such Lender, any Participant Partici pant or any Noteholder is required Notehd der i s requi red to pay as a result of any failure fai I ure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Administrative Agent and such Lender, any Participant and the other holders of a Note, as applicableappl i cabl e, pursuant to clause xx xxxx (d), documentation evidencing documentati on evi denci ng the payment of Taxes. Taxes Prior to claiming compensation pursuant to this subsection (c), the Administrative Agent, such Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, -45- such compensation, and the Administrative Agent, such Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided prcvided that, none of the LenderAdministrative Agent, the Lenders, the Participant or the Noteholder shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The LenderAdministrative Agent, the Lenders, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the LenderAdministrative Agent, the Lenders, the Participant or the Noteholder, as applicable, for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender Administrative Agent, the Lenders or the Authority reasonably believes bel ieves not to have been properly assessed.

Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify and reimburse the Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender shall be conclusive absent manifest error. In addition, the Authority shall indemnify and pay the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholderholder of the Note, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, such compensation, and the Lender, the Participant or the Noteholderholder of the Note, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided that, none of the Lender, the Participant or the Noteholder holder of the Note shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholderholder of the Note, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes or Other Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholderholder of the Note, as applicable, for Taxes or Other Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender or the Authority reasonably believes not to have been properly assessed).