Common use of Indemnification of the Administrative Agent by Affected Persons Clause in Contracts

Indemnification of the Administrative Agent by Affected Persons. Each Affected Person shall severally indemnify the Administrative Agent (i) for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Seller has not already indemnified (or is not already scheduled to indemnify) the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Seller to do so), (ii) any Taxes attributable to the failure of such Purchaser, its Related Conduit Purchaser or any of their respective Affiliates that are Affected Persons to comply with Section 13.03(f) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Purchaser, its Related Conduit Purchaser or any of their respective Affiliates that are Affected Persons, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction 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. The indemnity under this paragraph shall be paid by the Settlement Date following the Fiscal Month during which the Administrative Agent delivers to the applicable Affected Person a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

Indemnification of the Administrative Agent by Affected Persons. Each Affected Person Class Agent Bank Investor shall severally indemnify the Administrative Agent Agent, within ten (10) days after demand therefor (i) for any Taxes attributable to such Class Agent, such Bank Investor or their related Affected Persons (but, in the case of any Indemnified Taxes, only to the extent that the Seller Transferor has not already indemnified (or is not already scheduled to indemnify) the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Seller Transferor to do so), (ii) any Taxes attributable to the failure of such PurchaserClass Agent, its Related Conduit Purchaser such Bank Investor or any of their respective Affiliates that are related Affected Persons to comply with Section 13.03(f13.03(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such PurchaserClass Agent, its Related Conduit Purchaser such Bank Investor or any of their respective Affiliates that are related Affected Persons, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction 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 AuthorityOfficial Body. The indemnity under this paragraph shall be paid A certificate as to the amount of such payment or liability delivered to any Class Agent by the Settlement Date following the Fiscal Month during which the Administrative Agent delivers shall be conclusive absent manifest error. Each Class Agent and each Class Investor, on behalf of themselves and their related Affected Persons hereby authorizes the Administrative Agent to the applicable set off and apply any and all amounts at any time owing to such Affected Person a certificate stating the amount of Taxes so paid Persons under any Transaction Document or otherwise payable by the Administrative Agent. Such certificate shall be conclusive of Agent to such Affected Persons from any other source against any amount due to the amount so paid or payable absent manifest errorAdministrative Agent under this paragraph (e).

Indemnification of the Administrative Agent by Affected Persons. Each Affected Person shall severally indemnify the Administrative Agent (i) for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Seller Borrower has not already indemnified (or is not already scheduled to indemnify) the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Seller Borrower to do so), (ii) any Taxes attributable to the failure of such PurchaserLender, its Related Conduit Purchaser Lender or any of their respective Affiliates that are Affected Persons to comply with Section 13.03(f) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such PurchaserLender, its Related Conduit Purchaser Lender or any of their respective Affiliates that are Affected Persons, in each case, that are payable or paid by the Administrative Agent in connection with any Transaction 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. The indemnity under this paragraph shall be paid by the Settlement Date following the Fiscal Month during which the Administrative Agent delivers to the applicable Affected Person a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.