Common use of Indemnification by the Lenders Clause in Contracts

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (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 do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, 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 or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

Indemnification by the Lenders. Each Lender and each Issuing Bank shall severally indemnify the Administrative Agent, within 30 thirty (30) days after demand thereforthereof, for (i) any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent that the Borrower a party to this Agreement has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower any party to this Agreement to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such LenderLender or Issuing Bank’s failure to comply with the provisions of Section 8.07(d9.04(e) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such LenderLender or Issuing Bank, in each case, case that are payable or paid by the Administrative Agent or the Borrower in connection with this Agreement or any other Loan Document, 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 or Issuing Bank by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender and each Issuing Bank hereby authorizes authorize the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to such Lender or the Borrower to the Lender Issuing Bank from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e)paragraph.

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 10 days after demand therefor, for any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Loan Parties to do so). Each Lender shall severally indemnify the Administrative Agent and the BorrowerLoan Parties, within 30 10 days after demand therefor, therefor for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d9.04(c) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower any Loan Party 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 or any Loan Party, as the Borrower case may be, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or and the Borrower Loan Parties to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 ten (10) days after demand therefor, for (i) any Indemnified Taxes Taxes, attributable to such Lender (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 do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d9.04(c) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such Lender, in each case, case that are paid or payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, this Agreement 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 The indemnity under this Section 2.17(e) shall be paid within 10 days after the Administrative Agent or the Borrower (as applicable) delivers to the applicable Lender a certificate as to stating the amount of such payment Taxes so paid or liability delivered to any Lender payable by the Administrative Agent or the Borrower (as applicable). Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document this Agreement or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (eSection 2.17(e).

Indemnification by the Lenders. Each Lender and each L/C Issuer shall severally indemnify the Administrative Agent, within 30 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or L/C Issuer, as the case may be (but only to the extent that the Borrower Company has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Company to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such Lender’s or L/C Issuer’s failure to comply with the provisions of Section 8.07(d10.06(d) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such LenderLender or 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 or L/C Issuer by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender or L/C Issuer under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender or L/C Issuer from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (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 do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, 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 or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

Indemnification by the Lenders. Each Lender shall, and does hereby, severally indemnify, and shall severally indemnify the Administrative Agent, make payment in respect thereof within 30 10 days after demand therefor, for (i) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Loan Parties to do so). Each Lender shall severally indemnify , (ii) the Administrative Agent and the BorrowerLoan Parties, within 30 days after demand thereforas applicable, for (i) against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d10.06(d) relating to the maintenance of a Participant Register and (iiiii) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower a Loan Party 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 or the Borrower Company shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (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 do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings attributable to such Lender’s failure to comply with the provisions of Section 8.07(d8.06(c) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings excluded by the first sentence of paragraph (a) above attributable to such Lender, 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 amounts 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 or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (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 do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender’s 's failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, 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 or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

Indemnification by the Lenders. Each Lender and Swingline Lender shall severally indemnify the Administrative Agent, within 30 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or Swingline Lender (but only to the extent that the any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Borrowers to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such Lender’s or Swingline Lender’s failure to comply with the provisions of Section 8.07(d19.7(d) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such Lender or Swingline Lender, 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 or Swingline Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender or Swingline Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender or Swingline Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender or Swingline Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (ed).

Indemnification by the Lenders. Each Lender shall, and does hereby, severally indemnify, and shall severally indemnify the Administrative Agent, make payment in respect thereof within 30 10 days after demand therefor, for (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (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 do so). Each Lender shall severally indemnify , (y) the Administrative Agent and the Borrower, within 30 days after demand thereforas applicable, for (i) against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d10.06(d) relating to the maintenance of a Participant Register and (iiz) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, 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 or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender Lender, as the case may be, under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection clause (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Primary Administrative Agent and the Backup Administrative Agent, within 30 days 10 Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the athe Borrower has not already indemnified the Primary Administrative Agent or the Backup Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower BorrowersBorrower to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d10.6(d) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Primary Administrative Agent or the Borrower Backup Administrative Agent in connection with any Loan Credit 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 Primary Administrative Agent or the Borrower Backup Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Primary Administrative Agent or and the Borrower Backup Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Document or otherwise payable by the Primary Administrative Agent or the Borrower Backup Administrative Agent to the such Lender from any other source against any amount due to the Primary Administrative Agent or the Borrower Backup Administrative Agent under this subsection (eSection 2.16(e).

Indemnification by the Lenders. Each Lender and each Issuing Lender shall severally indemnify the Administrative AgentAgent and the Credit Parties (with respect to clauses (ii) and (iii) below), within 30 days ten (10) Business Days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Credit Parties to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d11.9(d) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such Lender, 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 or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection 54537432_8 paragraph (e). The agreements in this paragraph (e) shall survive the resignation and/or replacement of the Administrative Agent.

Indemnification by the Lenders. Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall severally indemnify the Administrative Agent, make payment in respect thereof within 30 10 days after demand therefor, for the Administrative Agent against (x) any Indemnified Taxes attributable to such Lender or the L/C Issuer (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 do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iy) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d10.07(d) relating to the maintenance of a Participant Register and (iiz) any Excluded Taxes attributable to such LenderLender 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 or the Borrower shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent or the Borrower 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 or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative AgentAgent (and with respect to clauses (ii) and (iii) only, the Borrower), within 30 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the other Loan Parties to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) 12.5. relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such Lender, 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 or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e)subsection.

Indemnification by the Lenders. Each Lender and L/C Issuer shall severally indemnify the Administrative Agent, within 30 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or L/C Issuer (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 do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such LenderLender or L/C Issuer’s failure to comply with the provisions of Section 8.07(d10.06(d) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such LenderLender or 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 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 the amount of such payment or liability delivered to any Lender or L/C Issuer by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender or L/C Issuer under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender or L/C Issuer from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (e).

Indemnification by the Lenders. Each Lender and L/C Issuer shall severally indemnify the Administrative Agentindemnify, within 30 10 days after demand therefor, (i) the Administrative Agent for any Indemnified Taxes attributable to such Lender or L/C Issuer (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 do so). Each Lender shall severally indemnify , (ii) the Administrative Agent and the Borrower, within 30 days after demand therefor, Borrower for (i) any Taxes attributable to such LenderLender or L/C Issuer’s failure to comply with the provisions of Section 8.07(d10.06(d) relating to the maintenance of a Participant Register and (iiiii) the Administrative Agent and the Borrower for any Excluded Taxes attributable to such LenderLender or 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 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 setting forth in reasonable detail the nature and amount of such payment or liability delivered to any Lender or L/C Issuer by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender or L/C Issuer under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender or L/C Issuer from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agentindemnify, within 30 10 days after demand therefor, (i) the Administrative Agent for any Indemnified Taxes attributable to such Lender (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 do so). Each Lender shall severally indemnify , (ii) the Administrative Agent and the Borrower, within 30 days after demand therefor, Borrower for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d10.06(d) relating to the maintenance of a Participant Register and (iiiii) the Administrative Agent and the Borrower for any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, 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 setting forth in reasonable detail the nature and amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (e).

Indemnification by the Lenders. Each Lender and each Issuing Lender shall severally indemnify the Administrative Agent, within 30 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or Issuing Lender (but only to the extent that the Borrower any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Credit Parties to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (iii) any Taxes attributable to such Lender’s or Issuing Lender’s failure to comply with the provisions of Section 8.07(d12.9(d) relating to the maintenance of a Participant Register and (iiiii) any Excluded Taxes attributable to such Lender, 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 or Issuing Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender and each Issuing Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender or such Issuing Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender or the Borrower to the such Issuing Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection paragraph (e).