Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each Borrower shall or (b) above, the Loan Parties shall, and do hereby, indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against Lender and the L/C Issuer, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable withheld or deducted by the Loan Parties or the Administrative Agent or paid by a Recipient the Administrative Agent, such Lender or required to be withheld or deducted from a payment to a Recipientthe 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender The Loan Parties shall also, and Issuing Bank do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Lender or liability payable under the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this Sectionsubsection. A certificate as to the amount of any such payment or liability delivered to any the Borrower by a Lender or Issuing Bank 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. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof within ten 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 the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of 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 the Borrower or the Administrative Agent pursuant to subsection (e). 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 Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each Borrower shall or (b) above, the Loan Parties shall, and do hereby, indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against Lender and each L/C Issuer, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable withheld or deducted by the Loan Parties or the Administrative Agent or paid by a Recipient the Administrative Agent, such Lender or required to be withheld or deducted from a payment to a Recipientsuch 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender The Loan Parties shall also, and Issuing Bank do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Lender or liability payable under such L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this Sectionsubsection. A certificate as to the amount of any such payment or liability delivered to any the Borrower by a Lender or Issuing Bank 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 Lender or an L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof within ten 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 the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower The Credit Parties within a Fund Group shall severally but not jointly indemnify and hold harmlesseach Recipient, on a joint and several basiswithin ten (10) days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes relating to such Fund Group (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.1) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. A certificate as to the amount of such payment or liability delivered to the Borrowers of a Fund Group 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. (ii) Each Lender shall, and Issuing Bank does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for (x) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or liability payable under this Sectionpaid 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 or Issuing Bank 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 Credit Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each or (b) above, the Borrower shall shall, and does hereby, indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against Lender and the L/C Issuer, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by a Recipient the Administrative Agent, such Lender or required to be withheld or deducted from a payment to a Recipientthe 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender The Borrower shall also, and Issuing Bank does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Lender or liability payable under the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this Sectionsubsection. A certificate as to the amount of any such payment or liability delivered to any the Borrower by a Lender or Issuing Bank 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. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within ten 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 the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of 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 the Borrower or the Administrative Agent pursuant to subsection (e). 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 Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Agent therefor and without limiting BorrowersObligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ ' obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s 's failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. The Issuer and the Guarantors shall jointly and severally indemnify each Holder, and shall make payment in respect thereof within ten (a10) Each Borrower shall indemnify and hold harmlessdays after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 13) payable or paid by a Recipient such Holder or required to be withheld or deducted from a payment to a Recipientsuch Holder, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (including any recording and filing fees with respect thereto or resulting therefrom and any liabilities with respect to, or resulting from, any delay in paying such Indemnified Taxes), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Issuer or a Guarantor by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, the applicable Holder shall be conclusive absent manifest error. (b) Each Lender . If the Issuer and Issuing Bank the Guarantors fail to timely pay to the appropriate Governmental Authority any Taxes payable under this Section 13, the Issuer and the Guarantors shall indemnify and hold harmlessthe Holder for any incremental taxes, on interest or penalties that may become payable by such Holder as a several basisresult of any such failure. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Note Party pursuant to this Section 13.5 (i) Agent against any Indemnified Taxes attributable including by the payment of additional amounts pursuant to this Section 13.5), it shall pay to the indemnifying party an amount equal to such Lender or Issuing Bank refund (but only to the extent Borrowers have not already paid or reimbursed Agent therefor of indemnity payments made under this Section 13.5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party, and without limiting Borrowers’ obligation to do so), interest (ii) Agent and Obligors, as applicable, against other than any Taxes attributable interest paid by the relevant Governmental Authority with respect to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each caserefund); provided, that are payable the indemnifying party, upon the request of such indemnified party, agrees to repay such indemnified party the amount paid over to the indemnifying party pursuant to this Section 13.5) (plus any penalties, interest or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally other charges imposed or asserted by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for Notwithstanding anything to the contrary in this Section 13.5, in no event will the indemnified party be required to pay any amount to any Note Parties pursuant to this Section 13.5, the payment of which would place the indemnified party in a less favorable net after- Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or liability payable under this Sectionotherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. A certificate as This Section 13.5 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the amount of such payment indemnifying party or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorother Person.

Tax Indemnification. (a) Each Borrower Obligors shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), ) or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, Agent against (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have any Obligor has not already paid or reimbursed Agent therefor and without limiting Borrowers’ the Obligors' obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain 's maintenance of a Participant register Register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this SectionSection 5.8.3(b). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 the Agent to the Lender from any other source against any amount due to the Agent under this Section 5.8.3(b).

Tax Indemnification. (a) Each Borrower Obligors shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), ) or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, Agent against (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have any Obligor has not already paid or reimbursed Agent therefor and without limiting Borrowersthe Obligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain maintenance of a Participant register Register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this SectionSection 5.8.3(b). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 the Agent to the Lender from any other source against any amount due to the Agent under this Section 5.8.3(b).

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or an Issuing Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Administrative Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Administrative Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Administrative Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Administrative Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Bank by Administrative Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower Any and all payments under this Agreement, the Notes or the Guarantees to or for the account of any holder of a Note shall be made free and clear of, and without deduction or withholding for or on account of, any Tax, except to the extent such deduction or withholding is required by law. If any Tax is required by law to be deducted or withheld from any such payments by the Guarantor or the Company, the Guarantor or the Company, as the case may be, will make such deductions or withholding and pay to the relevant taxing authority the full amount deducted or withheld (including, without limitation, the full amount of any additional Tax required to be deducted or withheld from or otherwise paid in respect of any payment made to any holder pursuant to this Subsection (a) as provided below) before penalties attach thereto or interest accrues thereon. In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which either Obligor resides for tax purposes or any jurisdiction from or through which either Obligor is making any payment in respect of any Note or any Guarantee, other than any Governmental Authority of or in the United States of America or any political subdivision thereof or therein, of any Tax (“Indemnifiable Tax”) upon or with respect to any payments in respect of any Note or any Guarantee, whether by withholding or otherwise, the Obligor making such payment hereby agrees to pay forthwith from time to time in connection with each payment on the Notes or the Guarantees, as the case may be, to each holder of a Note such additional amounts as shall be required so that every payment received by such holder in respect of the Notes and the Guarantees and every payment received by such holder under this Agreement will not, after such withholding or deduction or other payment for or on account of such Tax (including, without limitation, the full amount of any additional Indemnifiable Tax required to be deducted or withheld from or otherwise paid in respect of any additional amount paid to such holder pursuant to this Subsection (a)) and any interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or Guarantee or under this Agreement before the assessment of such Indemnifiable Tax. In addition, the Obligors shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified holder of Notes for the full amount of Indemnifiable Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld paid by such holder on amounts payable pursuant to this Agreement, the Notes or deducted from a payment to a Recipient, the Guarantees and any liability (including penalties, interest and reasonable expenses expenses) arising therefrom therefrom, together with such amounts as will result in such holder of Notes receiving the amount that would otherwise have been received by it in the absence of such Indemnifiable Taxes and the indemnification provided for herein. Except where either Obligor, as the case may be, is required to deduct or withhold any Indemnifiable Tax, each holder of Notes, upon becoming aware of its liability (or potential liability) for any Indemnifiable Taxes, shall promptly notify the Obligors of such liability (or potential liability) for such Indemnifiable Taxes for which the Obligors are required to indemnify such holder pursuant to this Subsection (a) and of the amount payable to it by the Obligors pursuant hereto, and the Obligors shall jointly and severally pay such amounts either (x) directly to the Applicable Taxing Authority or other relevant Governmental Authority that imposed such Indemnifiable Taxes, as the case may be, on or before the date such Indemnifiable Taxes are due or (y) if such holder of Notes has already paid such Indemnifiable Taxes, to such holder of Notes within 10 days of the receipt of such notice (and, if such Indemnifiable Taxes are not paid on or before the date specified in clause (x) or within the period specified in clause (y), as the case may be, shall bear interest at the Default Rate thereafter). Such holder of Notes shall determine the amount payable to it, which determination shall be conclusive in the absence of manifest error, and such holder shall not be required to disclose any confidential or proprietary information in connection with such determination. Notwithstanding anything contained in this Subsection (a) to the contrary, neither Obligor shall be obliged to pay such amounts to any holder of a Note in respect thereto, whether of Indemnifiable Taxes to the extent Indemnifiable Taxes exceed the Indemnifiable Taxes that would have been payable: (i) had such holder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Indemnified Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada); or (ii) had such holder not had any connection with Canada or any territory or political subdivision thereof other than the mere holding of a Note with the benefit of a Guarantee and the Subsidiary Guarantees (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof); or (iii) had such holder not dealt with the Company on a non-arm’s length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment; or (iv) but for the delay or failure by such holder (following a written request by an Obligor) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence (collectively “Forms”), that are required to be filed by such holder to avoid or reduce such Taxes were correctly (so long as such Forms do not impose, in such holder’s reasonable determination, an unreasonable burden in time, resources or legally imposed otherwise on such holder) and that in the case of any of the foregoing would not result in any confidential or asserted proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the relevant Governmental Authority. Each Borrower shall indemnify requirements of this clause (iv) upon the good faith completion and hold harmless Agent against any amount submission of such Forms as may be specified in a written request of an Obligor no later than 45 days after receipt by such holder of such written request (provided, that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as if such Forms are Forms required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf laws of any Recipientjurisdiction other than the United States of America or any political subdivision thereof, such written request shall be conclusive absent manifest erroraccompanied by such Forms in English or with an English translation thereof). (b) Each Lender Within 60 days after the date of any payment by either Obligor of any Tax pursuant to Subsection (a) in respect of any payment under the Notes, the Guarantees or this Section 13, such Obligor shall furnish to each holder of a Note the original tax receipt for the payment of such Tax (or if such original tax receipt is not available, a duly certified copy of the original tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If an Obligor shall have determined, with respect to any holder of Notes, that a deduction or withholding of Tax is required to be made with respect to such holder and Issuing Bank that no amounts are required to be paid to such holder under Subsection (a) of this Section 13 as the result of an exemption therefrom as provided in Subsection (a), such Obligor shall indemnify promptly inform such holder, in writing, of the imposition or withholding of such Tax and hold harmlessof the applicable exemption set forth in Subsection (a) that the Obligor claims releases such Obligor from the obligation to pay any such amount otherwise payable under Subsection (a). (c) The obligations of the Obligors under this Section 13 shall survive the transfer or payment of any Note. (d) If an Obligor has made a payment to or on account of any holder of a Note pursuant to Subsection (a) above and such holder is entitled to a refund of the Tax to which such payment is attributable from the Governmental Authority to which the payment of the Tax was made and such refund is readily determinable by such holder (such amount to be no greater than an amount that, if paid to such Obligor by such holder, would leave such holder in no worse position than would have existed had such Tax not been required by law to be paid) and can be obtained by filing one or more Forms (so long as such Forms do not impose, in such holder’s reasonable determination, an unreasonable burden in time, resources or otherwise on a several basissuch holder), then (i) Agent against any Indemnified Taxes attributable such holder shall, as soon as practicable after receiving a written request therefor from an Obligor (which request shall specify in reasonable detail the Forms to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do sobe filed), file such Forms and (ii) Agent and Obligorsupon receipt of such refund, as applicableif any, against any Taxes attributable promptly pay over such refund to such Lender’s failure Obligor without interest. This Subsection (d) shall not require any holder of Notes: (x) to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand account for any amount indirect taxation benefits arising from the deducting or liability payable under this Section. A certificate as withholding of any Tax, (y) to the amount of such payment disclose any confidential or liability delivered proprietary information, or (z) to arrange its tax or financial affairs in any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorparticular manner.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, harmless each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this SectionSection 5.7) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Administrative Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Administrative Agent as required pursuant to this SectionSection 5.7. Each Borrower shall make payment within 10 days after demand in accordance with Section 3.4 for any amount or liability payable under this SectionSection 5.7. A certificate as to the amount of such payment or liability delivered to Borrowers Borrower Agent by a Lender or Issuing Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Administrative Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Administrative Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Administrative Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by Administrative Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this SectionSection 5.7. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Administrative Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable All payments whatsoever under this Section) payable or paid by a Recipient or required to the Note Documents will be withheld or deducted from a payment to a 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 made by the relevant Governmental Authority. Each Borrower shall indemnify Obligor in lawful currency of the United States of America free and hold harmless Agent against clear of, and without liability for withholding or deduction for or on account of, any amount that a Lender present or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount future Taxes of whatever nature imposed or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers levied by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipientjurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by an Obligor under a Note Document, the relevant Obligor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of such Note Document after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be conclusive absent manifest error.not less than the amounts then due and payable to such holder under the terms of such Note Document before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of: (a) any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon or in connection therewith is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the relevant Obligor, after the date of this Agreement, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of any Note Document are made to, the Taxing Jurisdiction imposing the relevant Tax; (b) Each Lender any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the relevant Obligor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and Issuing Bank such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall indemnify be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and hold harmlesssubmission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the relevant Obligor no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, on if any, all in the English language or with an English translation thereof); or (c) any combination of clauses (a) and (b) above; and provided further that in no event shall an Obligor be obligated to pay such additional amounts to any holder of a several basis, Note (i) Agent against not resident in the United States of America or any Indemnified Taxes attributable other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that such Obligor would be obligated to pay if such Lender holder had been a resident of the United States of America or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligorssuch other jurisdiction, as applicable, against for purposes of, and eligible for the benefits of, any Taxes attributable double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any holder of a Note registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Obligor shall have given timely notice of such law or interpretation to such Lender’s failure holder. By acceptance of any Note, the holder of such Note agrees, subject to maintain the limitations of clause (b) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by an Obligor all such forms, certificates, documents and returns provided to such holder by such Obligor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a Participant register tax treaty between the United States and such Taxing Jurisdiction and (y) provide such Obligor with such information with respect to such holder as required hereundersuch Obligor may reasonably request in order to complete any such Forms, provided that nothing in this Section 12 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to such Obligor or mailed to the appropriate taxing authority (iii) Agent and Obligorswhich in the case of a United Kingdom HMRC Form US/Company 2002 or any similar Form shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), as whichever is applicable, against within 60 days following a written request of such Obligor (which request shall be accompanied by copies of such Form and English translations of any Excluded Taxes attributable to such Lender or Issuing BankForm not in the English language) and, in each casethe case of a transfer of any Note, at least 90 days prior to the relevant interest payment date. Any Purchaser or other holder of a Note who is a UK Treaty Holder and who holds a UK Treaty Passport, and who wishes to apply its UK Treaty Passport to this Agreement, shall irrevocably include an indication to that are payable effect by including its scheme reference number and its jurisdiction of tax residence in Schedule A (or, in the case of any transferee of a Note, in the information provided to the Issuer pursuant to Section 14.2). Where a Purchaser of a Note has included such an indication in Schedule A or paid in the information provided to the Issuer pursuant to Section 14.2, the Issuer shall file a duly completed form DTTP2 in respect of such Purchaser or holder with HMRC within 30 days of the date of the Closing (or, in the case of any transferee of a Note, within 30 days of completion of the transfer thereof). The Issuer shall provide such Purchaser or holder with a copy of that filing and shall notify such Purchaser or holder if the filing has not been made within the aforementioned period or if the Issuer becomes aware that HMRC has decided not to apply the UK Treaty Passport Scheme to this Agreement or any Note in respect of that Purchaser or holder. For the avoidance of doubt, any Purchaser or other holder of a Note who is a UK Treaty Holder holding a UK Treaty Passport which can be used by Agent such UK Treaty Holder in respect of this Agreement, and who has given the Issuer an indication or notification in accordance with the foregoing, shall not be required to file any other Form seeking relief in respect of UK Tax pursuant to the applicable double taxation agreement unless and until it has received any notification by the Issuer in accordance with this paragraph (and then only in accordance with this Section 12). If any payment is made by an Obligor in connection with to or for the account of the holder of any ObligationsNote after deduction for or on account of any Taxes, and any reasonable expenses arising therefrom increased payments are made by such Obligor pursuant to this Section 12, then, if such holder at its sole discretion determines that it has received or with respect theretobeen granted a refund of such Taxes, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by holder shall, to the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to such Obligor such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. Each Obligor will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by such Obligor of any Tax in respect of any amounts paid under any Note Document, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Obligor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If any Obligor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which such Obligor would be required to pay any additional amount under this Section 12, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then such Obligor will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by such Obligor) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. If any Obligor makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from such Obligor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Obligor, subject, however, to the same limitations with respect to Forms as are set forth above. The obligations of the Obligors under this Section 12 shall survive the payment or liability delivered transfer of any Note and the provisions of this Section 12 shall also apply to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorsuccessive transferees of the Notes.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 30 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (ai) Each Borrower The Loan Parties shall jointly and severally indemnify and hold harmlesseach Recipient, on a joint and several basiswithin ten (10) days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. 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. (ii) Each Lender shall, and Issuing Bank does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, against (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any amount Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participation Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid 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 or Issuing Bank 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, as the case may be, under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower Any and all payments under this Agreement, the Notes or the Guarantees to or for the account of any holder of a Note shall indemnify be made free and hold harmlessclear of, and without deduction or withholding for or on account of, any Tax, except to the extent such deduction or withholding is required by law. If any Tax is required by law to be deducted or withheld by the Company from any such payments made by the Company hereunder or under the Notes or by the Guarantor from any such payments made by the Guarantor hereunder or under the Guarantees, such Obligor will make such deductions or withholding and pay to the relevant taxing authority the full amount deducted or withheld before penalties attach thereto or interest accrues thereon. In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction (other than the United States) in which either Obligor resides for tax purposes or any jurisdiction (other than the United States) from or through which such Obligor is making any payment in respect of any Note or Guarantee, as the case may be, of any Tax, other than any Excluded Tax, upon or with respect to any payments in respect of any Note or Guarantee, as the case may be, whether by withholding or otherwise, the applicable Obligor hereby agrees to pay forthwith from time to time in connection with each payment on the Notes or the Guarantees, as the case may be, to each holder of a joint Note such amounts as shall be required so that every payment received by such holder in respect of the Notes or Guarantees, as the case may be, and several basisevery payment received by such holder under this Agreement will not, each Recipient against after such withholding or deduction or other payment for or on account of such Tax and any Indemnified interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or Guarantee or under this Agreement before the assessment of such Tax; provided, however, that neither Obligor shall be obliged to pay such amounts to any holder of a Note in respect of Taxes to the extent such Taxes exceed the Taxes that would have been payable: (i) had such holder not had any connection with Australia or any territory or political subdivision thereof other than the mere holding of a Note (or the receipt of any payments in respect thereof) or activities incidental thereto (including those imposed enforcement thereof); or (ii) but for the delay or asserted on failure by such holder (following a written request by either Obligor) in the filing with an appropriate Governmental Authority or attributable to amounts payable under this Section) payable otherwise of forms, certificates, documents, applications or paid by a Recipient or other reasonably required evidence (collectively “Forms”), that is required to be withheld filed by such holder to avoid or deducted from reduce such Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (ii) upon the good faith completion and submission of such Forms as may be specified in a payment to a Recipientwritten request of either Obligor no later than 60 days after receipt by such holder of such written request (provided, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not that if such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as Forms are Forms required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf laws of any Recipientjurisdiction other than the United States of America or any political subdivision thereof, such written request shall be conclusive absent manifest erroraccompanied by such Forms). (b) Each Lender Within 60 days after the date of any payment by either Obligor of any Tax in respect of any payment under the Notes or the Guarantees or this Section 13, such Obligor shall furnish to each holder of a Note the original tax receipt for the payment of such Tax (or if such original tax receipt is not available, a duly certified copy of the original tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. (c) If either Obligor has made a payment to or on account of any holder of a Note pursuant to clause (a) above and Issuing Bank shall indemnify such holder is entitled to a refund of the Tax to which such payment is attributable from the Governmental Authority to which the payment of the Tax was made and hold harmlesssuch refund can be obtained by filing one or more Forms, on a several basis, then (i) Agent against any Indemnified Taxes attributable such holder shall, as soon as practicable after receiving a written request therefor from either Obligor (which request shall include a copy of such Forms to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do sobe filed), use its reasonable efforts to promptly file such Forms and (ii) Agent and Obligorsupon receipt of such refund, as applicableif any, against promptly pay over such refund to the applicable Obligor (net of any Taxes attributable to costs incurred in complying with such Lender’s failure to maintain a Participant register as required hereunder, and request). (iiid) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by The obligations of the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable Obligors under this Section. A certificate as Section 13 shall survive the transfer or payment of any Note and the provisions of this Section 13 shall also apply to successive transferees of the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorNotes.

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to paragraph (b) of this Section; provided that, such Lender or Issuing Bank shall indemnify the applicable Obligor and shall make payment in respect thereof, within 10 days after written demand therefor, to the extent of any payment by such Obligor to the Agent pursuant to this sentence with respect to Taxes described in clauses (ii) and (iii) of Section 5.9.3(b). Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Borrower Agent by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Agent therefor and without limiting BorrowersObligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each or (b) above, the Borrower shall shall, and does hereby, indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against Lender and the L/C Issuer, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by a Recipient the Administrative Agent, such Lender or required to be withheld or deducted from a payment to a Recipientthe 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender The Borrower shall also, and Issuing Bank do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Lender or liability payable under the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this Sectionsubsection. A certificate as to the amount of any such payment or liability delivered to any the Borrower by a Lender or Issuing Bank 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. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within ten 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 the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of 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 the Borrower or the Administrative Agent pursuant to subsection (e). 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 Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. (ai) Each Borrower Without duplication of any obligation under Section 3.3(b), the Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Agent therefor and without limiting BorrowersObligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or an Issuing Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Administrative Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Administrative Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Administrative Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Administrative Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Bank by Administrative Agent shall be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document or otherwise payable by Administrative Agent to the Lender or Issuing Bank from any other source against any amount due to Administrative Agent under this subsection (b).

Tax Indemnification. (a) Each Borrower Effective at and after the Closing, Seller shall indemnify and hold harmlessindemnify, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify defend and hold harmless Agent against Buyer from and against, and reimburse each such Person for, any amount that loss or damage (including any interest or penalty, reasonable expenses of investigation and reasonable attorney’s fees and expenses in connection with any action, suit or proceeding whether involving a Lender third party claim or Issuing Bank fails a claim solely between the parties hereto) (“Tax Damages”) with respect to (i) any Taxes imposed on the KWK Entities for any reason to pay indefeasibly to Agent Pre-Closing Tax Period (for the portion of any Straddle Period ending on or before the Closing Date, as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable determined in accordance with the allocations under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to AgentSection 8.04(g)), or (ii) any failure by Agent on Seller or any of its own behalf Affiliates to perform any of its covenants or on behalf of any Recipient, shall be conclusive absent manifest erroragreements set forth in this Article 8. (b) Each Lender Effective at and Issuing Bank after the Closing, Buyer shall indemnify indemnify, defend and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor harmless Seller from and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunderagainst, and reimburse each such Person for, any loss or damage (iii) Agent including any interest or penalty, expenses of investigation and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor attorney’s fees and expenses in connection with any Obligationsaction, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) with respect to (i) any Taxes imposed on the KWK Entities for any Post-Closing Tax Period (for the portion of any Straddle Period ending on or before the Closing Date, as determined in accordance with the allocations under Section 8.04(g)), or (ii) any failure by Buyer or any of its Affiliates to perform any of its covenants or agreements set forth in this Article 8. (c) Buyer shall cause the KWK Entities to pay to Seller any amounts recovered from any Governmental Authority on account of Taxes imposed on the KWK Entities paid with respect to any Pre-Closing Tax Period, and Buyer agrees to cooperate with Seller in any reasonable expenses arising therefrom effort to seek any such recovery; provided that, in no instance shall Buyer be required to take any action that Buyer reasonably determines would subject Buyer or any Sold Entity to an unreimbursed cost. (d) Buyer or Seller, as the case may be (the “Tax Indemnified Party”) will promptly notify the other party (the “Tax Indemnifying Party”) of the receipt by the Tax Indemnified Party or any Affiliate of the Tax Indemnified Party of any written communication from any taxing authority concerning Taxes for which indemnification may be claimed from the Tax Indemnifying Party pursuant to the provisions of this Section 8.04. In addition, the Tax Indemnified Party will notify the Tax Indemnifying Party at least 15 Business Days prior to the date on which the Tax Indemnified Party or any Affiliate of the Tax Indemnified Party intends to make a payment of any Taxes that are indemnifiable by the Tax Indemnifying Party pursuant to the provisions of this Section 8.04. The failure by the Tax Indemnified Party to notify the Tax Indemnifying Party pursuant to this Section 8.04 will not constitute a waiver of any claim to indemnification under this Section 8.04 except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure. (e) Except as otherwise set forth in this Section 8.04(e), the Tax Indemnifying Party will have the right to control any audit or other administrative or judicial proceeding relating to any of the KWK Entities in respect of any Tax liability with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by to which the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable Tax Indemnifying Party provides indemnification under this SectionSection 8.04. A certificate The Tax Indemnifying Party shall (i) consult with the Tax Indemnified Party and(ii) permit the Tax Indemnified Party, at its expense, to participate in the defense of such audit, controversy or other proceeding. Neither the Tax Indemnifying Party nor the Tax Indemnified Party shall enter into any settlement or other resolution of any audit or other administrative or judicial proceeding with respect of any Tax liability without the consent of the other party, such consent not to be unreasonably withheld. Any audit or other administrative or judicial proceeding relating to any of the KWK Entities in respect of any Straddle Tax Period shall be jointly controlled by Buyer and Seller. (f) If the Tax Indemnifying Party’s indemnification obligation under this Section 8.04 arises in respect of the payment of any Tax Damages which makes allowable to the Tax Indemnified Party, any of its Affiliates or, in the case of Buyer, effective upon the Closing, a Sold Entity any deduction, amortization, exclusion from income or other allowance which would not, but for the payment of such Tax Damages, be allowable, then the Tax Indemnified Party shall pay to the Tax Indemnifying Party an amount equal to the Tax benefit resulting therefrom if, as and when such Tax benefit is actually realized in cash or a reduction in Taxes otherwise due. (g) For purposes of this Section 8.04, in the case of any Straddle Tax Period, the amount of Taxes allocable to the portion of such taxable period ending on the Closing Date shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such payment Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire relevant taxable period and (ii) in the case of Taxes not described in the previous sentence (such as franchise Taxes, Taxes that are based upon or liability delivered related to income or receipts, based upon occupancy or imposed in connection with any Lender sale or Issuing Bank by Agent other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be conclusive absent manifest errordetermined as if such taxable period ended as of the close of business on the Closing Date.

Tax Indemnification. (a) Each Borrower The Seller shall indemnify the Buyer, the Company and the Consolidated Subsidiaries in respect of, and hold harmlessthe Buyer, on the Company and the Consolidated Subsidiaries harmless against (1) any and all Losses resulting from, relating to, or constituting a joint breach of any representation contained in Section 5.12 hereof, (2) any and several basisall Losses resulting from, each Recipient against relating to, or constituting any Indemnified failure to perform any covenant or agreement set forth in Article VI relating to Taxes or in this Article X and (including those imposed or asserted on or attributable to amounts payable under this Section3) payable or paid by a Recipient or required to without duplication, the Seller shall be withheld or deducted from a payment to a Recipientliable for, and any penalties, interest and reasonable expenses arising therefrom shall indemnify the Buyer with respect to the following Taxes imposed upon or with respect theretoto the Company and the Consolidated Subsidiaries, whether or not such Indemnified Taxes were correctly or legally imposed or asserted reduced by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of any net tax benefit realized by the Buyer with respect to the indemnity claim: (i) Any and all Taxes and Tax Liabilities that are or will become due and payable by the Company or any Consolidated Subsidiary for any taxable period that ends (or is deemed pursuant to Section 10.3(b) to end) on or before the Closing Date in excess of any accruals for current Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Balance Sheet, including, without limitation, any of the foregoing arising out of or associated with the settlement and discharge of any accounts receivable, accounts payable or other intercompany asset or liability, whether arising in the Ordinary Course of Business or otherwise, of the Company or any Subsidiary owed by or to any Affiliate of the Company or any Subsidiary; (ii) Any Liability of such payment entities for Taxes of other entities whether pursuant to Treasury Regulation Section 1.1502-6 (or liability delivered to Borrowers by a Lender comparable or Issuing Bank (with a copy to Agentsimilar provision under state, local or foreign law), as transferee or by Agent successor or pursuant to any contractual obligation for any taxable period that ends (or is deemed pursuant to Section 10.3(b) to end) on its own behalf or before the Closing Date; and (iii) Any sales, use, transfer, stamp, conveyance, value added, recording, registration, documentary, filing or other similar Taxes and fees levied on behalf the Seller, the Company, any Consolidated Subsidiary or any of any Recipienttheir respective Affiliates, shall be conclusive absent manifest errorresulting from the transactions contemplated hereby. (b) Each Lender and Issuing Bank The Buyer shall indemnify the Seller in respect of, and hold harmless, on a several basis, (i) Agent the Seller harmless against any Indemnified and all Taxes attributable for which the Buyer is responsible pursuant to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do soSection 10.1(b), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (ai) Each Borrower The Loan Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not 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 Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid 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 or Issuing Bank 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 the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each Borrower shall indemnify or (b) above but without duplication of amounts payable under this Section, each Loan Party shall, and hold harmlessdoes hereby, on a joint and several basis, basis indemnify each Recipient against (and its respective directors, officers, employees, affiliates and agents) and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipienton payments to, or paid by, such Recipient (or its respective directors, officers, employees, affiliates and agents), as the case may be, and any penalties, interest and reasonable related expenses and losses arising therefrom or with respect theretothereto (including the fees, charges and disbursements of any counsel or other tax advisor for the Recipient (or its respective directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of any such payment or liability delivered to Borrowers Borrower Agent by a Lender or Issuing Bank the L/C Issuer (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of any Recipienta Lender or the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) Each above, each Lender and Issuing Bank the L/C Issuer shall, and does hereby, indemnify Administrative Agent, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a several basis, against (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so)Lender, (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Participation and SPV Register and (iii) Agent and Obligors, as applicable, against any Excluded Taxes (other than Indemnified Taxes) attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes 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 Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer and the occurrence of the Facility Termination Date.

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (A) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (B) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (C) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.3) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Agent within 10 days ten (10) Business Days after demand therefor, for (A) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (B) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 12.5(d) relating to the maintenance of a Participant Register and (C) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the 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 or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 the Agent to the Lender from any other source against any amount due to the Agent under this clause (ii).

Tax Indemnification. (ai) Each The Borrower shall, and does hereby, indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower by a Lender or Issuing Bank the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after 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. (bii) Each Lender and Issuing Bank the L/C Issuer shall, and does hereby, severally indemnify, and shall indemnify and hold harmless, on a several basismake payment in respect thereof within 10 days after demand therefor, (ix) the Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank the L/C Issuer (but only to the extent Borrowers have that the Borrower has not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Borrower to do so), (iiy) the Administrative Agent and Obligorsthe Borrower, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) the Administrative Agent and Obligorsthe Borrower, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bankthe L/C Issuer, in each case, that are payable or paid by the Administrative Agent or an Obligor the Borrower in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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, however, that Borrowers shall not have any obligation to indemnify Agent against any such amount that is incurred due to Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower shall indemnify All payments whatsoever under the Financing Agreements will be made by the Company and hold harmlessthe Subsidiary Guarantors free and clear of, and without liability for withholding or deduction for or on a joint and several basisaccount of, each Recipient against any Indemnified present or future Taxes (including those of whatever nature imposed or asserted on or attributable to amounts payable under this Section) payable or paid levied by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipientjurisdiction (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Company or the Subsidiary Guarantors under the Financing Agreements, the Company or the Subsidiary Guarantors, as applicable, will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of the Financing Agreements after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be conclusive absent manifest error.not less than the amounts then due and payable to such holder under the terms of the Financing Agreements before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of: (a) any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Company or the Subsidiary Guarantor, after the date of the Original Note Agreement, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of the Financing Agreements are made to, the Taxing Jurisdiction imposing the relevant Tax; (b) Each Lender any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the Company) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and Issuing Bank such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall indemnify be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and hold harmlesssubmission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Company no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, on if any, all in the English language or with an English translation thereof); (c) any amount in excess of the amount of tax that would be payable if the holder was a several basisresident of the United States of America for the purpose of the Canada-U.S. Income Tax Convention (1980), as amended; (d) any Tax that would not have been imposed but for the holder not dealing at arm’s length with the Company for the purposes of the Tax Act; or (e) any combination of clauses (a), (ib), (c) Agent against or (d) above. If as a result of any Indemnified payment by the Company or a Subsidiary Guarantor under the Financing Agreements, whether in respect of principal, Make-Whole Amounts (if any), Protective Claim Amount, interest, interest on overdue interest, fees or other payment obligations, any holder of a Note is required to pay tax under Part XIII of the Tax Act, then the Company or applicable Subsidiary Guarantor will, upon demand by such holder of any Note, indemnify the holder for the payment of any such amount, together with any interest, penalties and expenses in connection therewith, and for any Taxes attributable on such indemnity payment provided that no indemnification payment shall be required to be made in respect of a Tax described in clauses (a), (b), (c), (d) or (e) of the previous paragraph. All amounts payable under this paragraph shall be payable by the Company or applicable Subsidiary Guarantor on demand, shall, if paid in respect of interest, be a payment of additional interest, and shall bear interest at the Default Rate, calculated from the date demanded by such holder to the date paid by the Company or applicable Subsidiary Guarantor. By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Company all such forms, certificates, documents and returns provided to such Lender holder by the Company (collectively, together with instructions for completing the same, “Forms”) required to be filed by or Issuing Bank on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of an applicable tax treaty between the United States and such Taxing Jurisdiction, and (but only y) provide the Company with such information with respect to such holder as the Company may reasonably request in order to complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Company or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of the Company (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date. If any payment is made by the Company to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Company pursuant to this Section 13, then, if such holder at its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent Borrowers have not already paid or reimbursed Agent therefor and that it can do so without limiting Borrowers’ obligation prejudice to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to retention of the amount of such refund, reimburse to the Company such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. The Company will furnish the holders of Notes with the original tax receipt issued to the Company for all amounts paid as Tax in respect of any amount paid under a Financing Agreement within the time period specified under the relevant Law (or if such original tax receipt is not available or must legally be kept in the possession of the Company, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If the Company is required by any applicable Laws, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. If the Company makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company, subject, however, to the same limitations with respect to Forms as are set forth above. The obligations of the Company under this Section 13 shall survive the payment or liability delivered transfer of any Note and the provisions of this Section 13 shall also apply to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorsuccessive transferees of the Notes.

Tax Indemnification. (ai) Each The Borrower shall indemnify the Administrative Agent and hold harmlesseach Lender within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipientthe Administrative Agent, such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower by a Lender or Issuing Bank (with a copy to Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 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 3.01(c)(ii) below. Upon making such payment to the Administrative Agent, the Borrower shall be subrogated to the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below against the applicable defaulting Lender (other than the right of set off pursuant to the last sentence of Section 3.01(c)(ii)). (bii) Each Lender shall, and Issuing Bank does hereby, severally indemnify, and shall indemnify and hold harmless, on a several basismake payment in respect thereof within 10 days after demand therefor, (ix) the Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that the Borrower has not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Borrower to do so), (iiy) the Administrative Agent and Obligorsthe Borrower, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) the Administrative Agent and Obligorsthe Borrower, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each caseLender, that are payable or paid by the Administrative Agent or an Obligor the Borrower in connection with any ObligationsLoan Document, 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. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 Administrative Agent under this clause (ii).

Tax Indemnification. (i) Without limitation or duplication of the provisions of subsection (a) Each Borrower shall indemnify and hold harmless, on a joint and several basisor (b) above, each Recipient against Loan Party shall, and does hereby, indemnify the Administrative Agent, each Lender and the Letter of Credit Issuer, and shall make payment in respect thereof within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable withheld or deducted by the Loan Parties or the Administrative Agent or paid by a Recipient or required to be withheld or deducted from a payment to a Recipientthe Administrative Agent, 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and ObligorsLetter of Credit Issuer, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligationsthe case may be, and any 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. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of any such payment or liability delivered to any the Borrower Agent by a Lender or Issuing Bank the Letter of Credit 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 Letter of Credit Issuer, shall be conclusive absent manifest error. (ii) Without limitation or duplication of subsection (a) or (b) above, each Lender and the Letter of Credit Issuer shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (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 the Administrative Agent) incurred by or asserted against the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the Letter of Credit 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 Letter of Credit Issuer, as the case may be, to the Administrative Agent pursuant to subsection (e). Each Lender and the Letter of Credit Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Letter of Credit Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the Letter of Credit Issuer and the occurrence of the Facility Termination Date.

Tax Indemnification. (ai) Each Borrower Republic and the Republic Subsidiaries shall indemnify jointly and hold harmlessseverally indemnify, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify defend and hold harmless Agent each Shareholder from and against any amount that and all Losses asserted against, resulting to, imposed on or sustained, incurred or suffered by such Shareholder, directly or indirectly, by reason of or resulting from any and all Taxes imposed upon any of the Conveyed Entities or its Subsidiaries with respect to (x) any taxable period beginning before the Closing Date and ending after the Closing Date (such taxable periods are hereinafter referred to as "Straddle Periods", and the Taxes for such periods are hereinafter referred to as "Straddle Taxes") and (y) any taxable period (other than a Lender or Issuing Bank fails Straddle Period) ending after the Closing Date (such taxable periods are hereinafter referred to as "Post-Closing Periods", and the Taxes for any reason such periods are hereinafter referred to pay indefeasibly to Agent as required "Post-Closing Taxes"). (ii) Indemnification payments pursuant to this Section. Each Borrower Section 6.7(e) shall make be made by paying to the indemnified party amounts that, on an after-Tax basis reflecting the Tax consequences, if any, of each payment within 10 days after demand for any amount or liability payable under by the indemnified party of Taxes and the receipt of the payments from the indemnifying party pursuant to this Section. A certificate as Section 6.7(e), are equal to the amount of such the Losses suffered by the indemnified party. Any payment or liability delivered due pursuant to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, this Section 6.7(e) shall be conclusive absent manifest errormade not later than three (3) days after receipt by the indemnifying party of written notice from the indemnified party stating that any Losses against which the indemnified party is entitled to indemnification have been paid and the amount thereof and of the related indemnity payment. Any indemnification payment required to be made hereunder that is not paid when due shall bear interest until paid at a rate per annum equal to the rate of interest publicly announced in the Wall Street Journal from time to time as the prime rate. (biii) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified For purposes of determining the amount of Straddle Taxes attributable to such Lender for or Issuing Bank (but only which relate to the extent Borrowers have not already paid pre-Closing or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so)post-Closing portion of Straddle Period, (ii) Agent and Obligors, the Closing Date shall be treated as applicable, against any Taxes attributable to such Lender’s failure to maintain the last day of a Participant register as required hereundertaxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on and include the Closing Date: (iiix) Agent and Obligors, as applicable, against any Excluded in the case of Taxes attributable to such Lender or Issuing Bank, in each case, that are payable either (1) based upon or paid measured by Agent income or an Obligor receipts or (2) imposed in connection with any Obligationssale, and any reasonable expenses arising therefrom transfer, assignment or with respect theretodistribution of property (real or personal, whether tangible or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank intangible), shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as be deemed equal to the amount which would be payable if the period for which such Tax is assessed ended on and included the Closing Date, and (y) in the cases of Taxes other than Taxes described in clause (x) hereof, shall be the total amount of Tax for the full taxable period that includes the Closing Date multiplied by a fraction, the numerator of which is the number of days in the pre-Closing portion of the Straddle Period and the denominator of which is the total number of days in that full taxable period. (iv) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party (a "Tax Claim") shall be delivered or sent to or commenced or initiated against any of the Conveyed Entities or its Subsidiaries by any taxing authority, such Conveyed Entity or Subsidiary shall promptly notify the Shareholders in writing of the Tax Claim. If a Tax Claim shall be delivered or sent to or commenced or initiated against any Shareholder by any taxing authority, such Shareholder shall promptly notify Republic or the Republic Subsidiaries in writing of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorTax Claim.

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient Lender, each Security Trustee and Agent against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient Lender, a Security Trustee or Agent or required to be withheld or deducted from a payment to a RecipientLender, a Security Trustee or Agent, in each case with respect to any Obligations of the Obligor Group to which such Obligor belongs, 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower The applicable Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Borrower Agent by a Lender or Issuing Bank Lender, a Security Trustee (in each of the foregoing cases, with a copy to Agent), ) or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and ObligorsBorrowers, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and ObligorsBorrowers, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by Agent or an Obligor a Borrower in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender by Agent or Issuing Bank by the Borrower Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower Any and all payments made by Guarantor under or in respect of this Guaranty or any other Loan Document shall be made, in accordance with Section 3.1 of the Credit Agreement, free and clear of and without deduction for any present or future Taxes. If Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable under or in respect of this Guaranty or any other Loan Document to Lender: (i) the sum payable by Guarantor shall be increased as may be necessary so that after such Guarantor has made all required deductions (including deductions applicable to additional sums payable under this Section), Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Guarantor shall make all such deductions, and (iii) Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, Guarantor will pay any present or future Other Taxes that arise from any payment made by or on behalf of such Guarantor under or in respect of this Guaranty or any other Loan Document or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Guaranty and the other Loan Documents. (c) Guarantor will indemnify Lender for and hold harmlessit harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable , imposed on or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, Lender and any liability (including penalties, additions to tax, interest and reasonable expenses expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by . This indemnification shall be made within 30 days from the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a date on which Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 makes written demand therefor. (d) Within 30 days after demand for the date of any amount or liability payable under this Section. A certificate as to the amount payment of such payment or liability delivered to Borrowers Taxes by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any RecipientGuarantor, Guarantor shall be conclusive absent manifest error. furnish to Lender the original or a certified copy of a receipt evidencing such payment. In the case of any payment hereunder by or on behalf of Guarantor through an account or branch outside the United States or by or on behalf of Guarantor by a payor that is not a United States person, if Guarantor determines that no Taxes are payable in respect thereof, Guarantor shall furnish, or shall cause such payor to furnish, to Lender, at such address, an opinion of counsel acceptable to Lender stating that such payment is exempt from Taxes. For purposes of subsections (bd) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iiie) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under of this Section. A certificate as to , the amount terms “United States” and “United States person” shall have the meanings specified in Section 7701 of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorthe Internal Revenue Code.

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (including reasonable out-of-pocket attorneys' and tax advisors' fees and expenses), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that Borrowers shall not have any obligation to indemnify Agent against any such amount that is incurred due to Agent's gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ ' obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s 's failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 ten (10) days after written demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such LenderXxxxxx’s failure to maintain a Participant register Register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 ten (10) days after written demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each If the Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent, for its account or the account of the Issuing Bank or respective Lender, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent, the Issuing Bank and hold harmlessthe Lenders for any incremental Taxes, on interest or penalties that may become payable by the Administrative Agent, the Issuing Bank or any Lender as a joint and several basis, each Recipient against result of any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under such failure. For purposes of this Section) payable , a distribution hereunder by the Administrative Agent or paid by a Recipient any Lender to or required to for the account of any Lender shall be withheld or deducted from deemed a payment to a 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 AuthorityBorrower. Each Borrower shall indemnify and hold harmless Agent against any amount that If the Administrative Agent, a Lender or the Issuing Bank fails for determines, in its sole discretion, that it has received a refund of any reason Taxes as to pay indefeasibly which it has been indemnified by the Borrower pursuant to Agent as required this Section (including additional amounts paid by the Borrower pursuant to this Section. Each Borrower ), it shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as pay to the Borrower an amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable equal to such Lender or Issuing Bank refund (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation of indemnity payments made under this Section with respect to do sothe indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (iiincluding Taxes) Agent and Obligorsof the Administrative Agent, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or the Issuing Bank, in each caseas the case may be, that are payable or and without interest (other than any interest paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or the relevant Governmental Authority with respect theretoto such refund), whether provided that the Borrower, upon the request of the Administrative Agent, such Lender or not such Indemnified Taxes were correctly the Issuing Bank, as the case may be, agrees to repay the amount paid over pursuant to this Section (plus any penalties, interest or legally other charges imposed or asserted by the relevant Governmental Authority. Each ) to the Administrative Agent, such Lender and or the Issuing Bank shall make payment within 10 days after demand for in the event the Administrative Agent, such Lender or the Issuing Bank, as the case may be, is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (b), in no event will the Administrative Agent, the Issuing Bank or any Lender be required to pay any amount or liability payable under this Section. A certificate as to the amount Borrower pursuant to this subsection (b) the payment of which would place the Administrative Agent, Issuing Bank or any Lender in a less favorable net after-Tax position than the Administrative Agent, Issuing Bank or such payment Lender would have been in if the indemnification payments or liability delivered additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Bank by Agent shall be conclusive absent manifest errorto make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall indemnify and hold harmlessmake payment in respect thereof, on a joint and several basiswithin ten (10) Business Days after written demand therefor, each Recipient against for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a Recipient the Administrative Agent or required to be withheld or deducted from a payment to a Recipientsuch Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of any such payment or liability delivered to Borrowers the Borrower by a Lender or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business 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 3.01(c)(ii) below. (ii) Without limiting the provisions of subsection (a) or (b) Each above, each Lender shall, and Issuing Bank shall does hereby, indemnify and hold harmlessshall make payment in respect thereof, on a several basiswithin ten (10) Business Days after demand therefor, (ix) the Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that the Borrower has not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Borrower to do so), (iiy) the Administrative Agent and Obligorsthe Borrower, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) the Administrative Agent and Obligorsthe Borrower, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by the Administrative Agent or an Obligor the Borrower in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Facilities and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. Sellers, jointly and severally, agree to indemnify any Buyer Indemnitee for, and to hold such Buyer Indemnitee harmless from and against: (a) Each Borrower shall indemnify any Losses of such Buyer Indemnitee attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (b) any Losses of such Buyer Indemnitee attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; and hold harmless, on a joint and several basis, each Recipient against any Indemnified (c) all Pre-Closing Taxes (including those imposed including, without limitation, all Pre-Closing Taxes related to the NJ Tax Matter or asserted on issues arising under or attributable out of the NJ Tax Matter); provided, however, that no Buyer Indemnitee shall be entitled to amounts indemnification under this Section 6.03 for any Losses or Taxes that were a deduction from Working Capital set forth in Section 2.03; provided, further, that any amount payable under this Section) payable Section 6.03 by Sellers shall be reduced by an amount equal to any Tax benefit realized by such Buyer Indemnitee arising from or paid by a Recipient related to the incurrence or required to be withheld payment of such Losses or deducted from a payment to a RecipientTaxes, and increased by any penaltiesTax detriment associated with the receipt, interest or right to receive indemnification hereunder; and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by to the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that extent the Buyer Indemnitee recognizes a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required Tax benefit in a year after the receipt of the indemnification payment pursuant to this Section. Each Borrower Section 6.03, the Buyer Indemnitee shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to pay the amount of such payment or liability delivered Tax benefit to Borrowers the Indemnifying Party as such Tax benefits are recognized by the Buyer Indemnitee. The amount of any “Tax benefit” recognized by a Lender or Issuing Bank (Buyer Indemnitee with a copy respect to Agent)each Tax year shall be the amount of the relevant deduction, expense, loss, or similar Tax item that accrues to a Buyer Indemnitee for the applicable Tax year multiplied by Agent on the effective tax rate of the Buyer Indemnitee for such Tax year. Notwithstanding anything in this Article VI, neither a Buyer Indemnitee nor its own behalf successors or on behalf of assigns shall have any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against right or entitlement to indemnification for any Indemnified Losses or Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers that such Buyer Indemnitee or its successors and assigns had already recovered for the Losses or Taxes with respect to the same matter pursuant to any other provision of this Agreement, and such Buyer Indemnitee shall be deemed to have waived and released any claims for such Losses or Taxes and shall not already paid be entitled to assert any such claim for indemnification for such Losses or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against Taxes. Sellers shall reimburse Buyer for any Taxes attributable of any of the Acquired Companies or relating to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against the Business or any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, of the Assets that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make responsibility of Sellers pursuant to this Section 6.03 within ten Business Days after payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment Taxes by Buyer or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorthe Acquired Companies.

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Agent therefor and without limiting Borrowers’ Obligors' obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s 's failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower The Seller Indemnifying Party shall be liable for, and shall indemnify and hold harmlessBuyer and the other Indemnified Parties harmless from, on a joint and several basis(i) all Taxes, each Recipient against any Indemnified including Seller Straddle Period Taxes (including those imposed as defined below), of the Seller or asserted the Acquired Companies, or relating to either of the Acquired Company’s operations, and attributable to any taxable period or portion of a period that ends on or before the Closing Date, (ii) all sales or use or transfer or transactional Taxes attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a RecipientSeller’s sale of the Interests of the Acquired Companies, and (iii) any penalties, interest and reasonable expenses arising therefrom Taxes imposed on Seller by reason of income or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required gain recognition of Seller pursuant to this Sectionthe Seller’s sale of the Interests of the Acquired Companies. Each Borrower The Seller Indemnifying Party shall make payment be responsible for reimbursing Buyer for such Taxes within 10 days after demand for of receipt of notice from Buyer of the amount of such Taxes. For purposes hereof, Taxes with respect to any amount taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) shall be apportioned to the period ending on or liability payable under this Section. A certificate before the Closing Date (the “Pre-Closing Period”) as follows: (i) the portion of any real, personal and intangible property Taxes (“Property Taxes”) equal to the amount of such payment or liability delivered to Borrowers Property Taxes for the entire Straddle Period multiplied by a Lender or Issuing Bank fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (with a copy to Agentii) any Taxes other than Property Taxes computed as if such Straddle Period ended on the Closing Date (the “Seller Straddle Period Taxes”), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender Buyer shall be liable for and Issuing Bank shall indemnify and hold harmlessSeller and the other Seller Indemnified Parties harmless from all Taxes payable by the Buyer or Acquired Companies, on a several basisor relating to either of the Acquired Company’s operations, (i) Agent against any Indemnified Taxes and attributable to such Lender any taxable period or Issuing Bank portion of a period that ends after the Closing Date (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to other than the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorthe Seller Straddle Period Taxes).

Tax Indemnification. (ai) Each Borrower of the Loan Parties shall, and does hereby agree to, jointly and severally indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 Business Days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable by such Loan Party under this SectionSection 4.02) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, regardless of whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Parent Borrower by a Lender or Issuing Bank Party (with a copy to the Agent), or by the Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. (bii) Each Lender shall, and Issuing Bank does hereby agree to, severally indemnify, and shall indemnify and hold harmless, on a several basismake payment in respect thereof within 10 Business Days after demand therefor, (ix) the Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that any Loan Party has not already paid or reimbursed indemnified the Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), (iiy) the Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.07(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) the Agent and Obligorsthe Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by the Agent in respect of any payment to such Lender by or an Obligor in connection with on account of any Obligationsobligation of any Loan Party under any Loan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender Party hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender Party under this Agreement or any other Loan Document against any amount due to the Agent under this clause (ii).

Tax Indemnification. (ai) Each The Borrower shall indemnify the Administrative Agent and hold harmlesseach Lender within 10 days after written demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes 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 Borrower under any Loan Document (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower by a Lender or Issuing Bank (with a copy to Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. The affected Lender or the Administrative Agent, as the case may be, shall provide reasonable assistance to the Borrower, at the Borrower’s expense, if the Borrower determines that any Indemnified Taxes were incorrectly or illegally imposed and the Borrower determines to contest such Indemnified Taxes. This Section 2.17(c)(i) shall not apply to the extent that such Indemnified Taxes are compensated for by an increased payment under Section 2.17(a). (bii) Each Lender and Issuing Bank shall severally indemnify and hold harmlessthe Administrative Agent, on a several basiswithin 10 days after demand therefor, for (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that the Borrower has not already paid or reimbursed indemnified the Administrative Agent therefor for such Taxes and without limiting Borrowers’ the obligation of the Borrower to do so), ) and (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.04(c)(i) relating to the maintenance of a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankRegister, in each either case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (c)(ii).

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.9) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after written demand for any amount or liability payable under this SectionSection 5.9. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) To the extent required by any Applicable Law, Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Each Lender and Issuing Bank shall indemnify and hold harmless, Administrative Agent, on a several basis, against (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Administrative Agent therefor and without limiting BorrowersObligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Administrative Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after written demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Administrative Agent shall be conclusive absent manifest error.

Tax Indemnification. (ai) Each Borrower shall The Borrowers shall, and each does hereby, severally, but not jointly, indemnify and hold harmlesseach Recipient, on a joint and several basiswithin ten (10) days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.1) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. A certificate as to the amount of such payment or liability delivered to the Borrowers 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. (ii) Each Lender shall, and Issuing Bank does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for (x) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or liability payable under this Sectionpaid 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 or Issuing Bank 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 Credit Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower Without duplication of any obligation under Section 3.3(b), the Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. A certificate as to the amount of any such payment or liability delivered to the Borrowers 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower shall The Borrowers shall, and each does hereby, severally and jointly, indemnify and hold harmlesseach Recipient, on a joint and several basiswithin ten (10) days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.1) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. A certificate as to the amount of such payment or liability delivered to the Borrowers 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 or demonstrable error. (ii) Each Lender shall, and Issuing Bank does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for (x) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or liability payable under this Sectionpaid 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 or Issuing Bank by the Administrative Agent shall be conclusive absent manifest or demonstrable 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 Credit Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. All payments on the Purchased Receivables from the Account Debtors and Sellers will be made free and clear of any present or future taxes, withholdings or other deductions whatsoever that arise by reason of the sale of the Purchased Receivables to the Buyer (a“Sale Transaction Taxes”) or relating to the underlying transactions between the applicable Seller and the related Account Debtors that gave rise to such Purchased Receivables (“Prior Transaction Taxes”) or arise by reason of the imposition of any withholding taxes on amounts paid by such Account Debtors or Seller to the Buyer with respect to a Purchased Receivable pursuant to this Agreement (“Payment Transaction Taxes”), except as required by Applicable Law. If any applicable Law (as determined in the good faith discretion of the Account Debtor) requires the deduction or withholding of any Sale Transaction Taxes or Prior Transaction Taxes or Payment Transaction Taxes from any such payments, then the Seller or the related Account Debtors shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law. Each Borrower Seller jointly and severally will indemnify the Buyer and hold the Buyer harmless from any Sale Transaction Taxes, Prior Transaction Taxes, and Payment Transaction Taxes other than any such taxes that are imposed as a result of the failure of the Buyer to deliver any forms reasonably requested by Sellers, where the Buyer is legally able to deliver such forms without undue burden or expense. Further, each Seller shall pay and indemnify and hold harmlessthe Buyer harmless from and against, on a joint and several basis, each Recipient against any Indemnified Sale Transaction Taxes or Prior Transaction Taxes or Payment Transaction Taxes that may at any time be asserted (including those any sales, occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings, but not including taxes imposed upon the Buyer with respect to its overall net income or asserted on or attributable taxes excluded pursuant to amounts payable under this Sectionthe proviso in the immediately preceding sentence) payable or paid and costs, expenses and reasonable attorneys’ fees and expenses in defending against the same, whether arising by a Recipient or required reason of the acts to be withheld performed by any Seller hereunder or deducted from a payment to a Recipient, otherwise. Any amount due 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required payable pursuant to this Section. Each Borrower section shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as be paid to the amount Buyer’s Account in immediately available funds by no later than the fifteenth (15th) Business Day following demand therefor delivered by the Buyer to the Sellers together with reasonable evidence of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest erroramount being due and payable. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (including reasonable out-of-pocket attorneys' and tax advisors' fees and expenses), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that Borrowers shall not have any obligation to indemnify Agent against any such amount that is incurred due to Agent's gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ ' obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s Xxxxxx's failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (ai) Each Borrower shall The Borrowers shall, and each does hereby, jointly and severally indemnify and hold harmlesseach Recipient, on a joint and several basiswithin ten (10) days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.1) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. A certificate as to the amount of such payment or liability delivered to the Borrowers 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. (ii) Each Lender shall, and Issuing Bank shall make payment does hereby, severally indemnify the Administrative Agent within 10 ten (10) days after demand therefor, for (x) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or liability payable under this Sectionpaid 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 or Issuing Bank 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 Credit Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower shall The Credit Parties shall, and each does hereby, severally, but not jointly, indemnify and hold harmlesseach Recipient, on a joint and several basiswithin ten (10) days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.1) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative Bank), or by the Administrative Bank on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender shall, and Issuing Bank does hereby, severally indemnify the Administrative Bank, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for (x) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Bank for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.11 relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or liability payable under this Sectionpaid by the Administrative Bank 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 by the Administrative Bank by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Bank to set off and apply any and all amounts at any time owing to such Lender under this Credit Agreement or any other Loan Document against any amount due to the Administrative Bank under this clause (ii).

Tax Indemnification. (a) Each Borrower shall Sellers shall, jointly and severally, indemnify and hold harmless, on a joint each of the KCS Indemnitees harmless from and several basis, each Recipient against any Indemnified 51% of all Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any associated penalties, interest and reasonable expenses arising therefrom similar charges of GTFM and the GTFM Subsidiaries relating to periods ending prior to the Closing Date and that part of any Straddle Period ending on the Closing Date and which exceed the amounts set forth on the Tax Returns and reports filed by GTFM or with respect thereto, whether its Affiliates for such periods which GTFM or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason GTFM Subsidiary becomes obligated to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorSection 10.5. (b) Each Lender Sellers’ indemnification obligations under this Section 10.5 shall not be limited to the assets held in the Indemnity Escrow or the VAT Escrow; provided, however, that at the election of KCS, to the extent assets remain in the Indemnity Escrow or the VAT Escrow, Sellers’ indemnification obligations may be satisfied therefrom. (c) None of the KCS Indemnitees, GTFM or any GTFM Subsidiaries shall make any payment to any of the Sellers or any other Person or Persons on account of any adjustment to any Tax item of GTFM or the GTFM Subsidiaries for any Tax period ending prior to the Closing Date, or any portion of any Straddle Period ending on the Closing Date, regardless of whether any such payments would otherwise be payable pursuant to any agreement among any of the Sellers, GTFM and Issuing Bank the GTFM Subsidiaries or any other Person or Persons, or pursuant to any provision of Applicable Law relating to Tax consolidation or otherwise. (d) KCS shall indemnify and hold harmlessSellers harmless from and against all Taxes of GTFM and the GTFM Subsidiaries for periods beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date, on a several basis, as to which Sellers have no indemnification obligations to the KCS Indemnitees under this Section 10.5. (i) Agent against In the event that any Indemnified Mexican governmental taxing authority shall assert that Taxes attributable are due (a “Tax Assessment”) from GTFM or any GTFM Subsidiary (the “GTFM Taxpayer”) with respect to such Lender or Issuing Bank (but only any period covered by Sellers’ indemnification obligations under this Section 10.5, GTFM shall give written notice thereof to TMM and shall consult with an advisor chosen by GTFM which is knowledgeable about Tax Laws of the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), UMS. (ii) Agent Following such consultation, GTFM shall give written notice to TMM of GTFM’s determination, including the reasons therefor, to pay, contest, or pay and Obligorscontest the Tax Assessment. If the Tax Assessment is $10,000 or more, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and the procedure set forth below in clauses (iii) Agent and Obligorsthrough (v) of this Section 10.5(e) shall be followed. For Tax Assessments of less than $10,000, TMM shall be bound by GTFM’s determination, without resort to that procedure or to arbitration pursuant to Section 12.11. (iii) If TMM disagrees with GTFM’s determination, TMM shall advise GTFM in writing within ten (10) days after the notice from GTFM. Following receipt of a notice of disagreement from TMM, GTFM shall promptly consult with one of the advisors identified in Exhibit O (a “Selected Tax Advisor”) as applicableto whether GTFM’s determination is reasonable from the perspective of the GTFM Taxpayer. If the Selected Tax Advisor agrees that GTFM’s determination was reasonable, against any Excluded Taxes attributable then Seller shall have an indemnification obligation pursuant to Section 10.5 with respect to such Lender matter and shall pay (or Issuing Bankadvance, in each casethe case of payment and contest) 51% of the Tax Assessment upon demand from KCS. (iv) If the Selected Tax Advisor disagrees with GTFM’s determination, that are payable GTFM may consult another Selected Tax Advisor. If the second Selected Tax Advisor agrees with GTFM’s determination, then Sellers’ indemnification obligations shall be as set forth above in subsection (iii). If the second Selected Tax Advisor disagrees with GTFM, then Sellers’ indemnification obligations pursuant to this Section 10.5 with respect to such matter shall arise only when the Tax Assessment is finally judicially affirmed by a final judgment resolving the complaint (qxxxx) of a constitutional appeal (axxxxx) (a “Final Tax Resolution”) If the Tax Assessment is finally judicially rejected by a Final Tax Resolution, then any amount of the Tax Assessment paid or paid advanced by Agent or an Obligor TMM shall be returned to TMM promptly following receipt thereof by GTFM from the Taxing Authority. (v) The procedure set forth in connection with any Obligationsthis Section 10.5(e) shall be the exclusive procedure followed by the Parties for resolution of disputes among the Parties regarding Tax Assessments, and any reasonable shall be in lieu of the dispute resolution procedure set forth in Section 12.11. The Parties shall bear their own 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable incurred under this Section. A certificate as to Section 10.5(e), except that the amount fees and expenses of such payment or liability delivered to any Lender or Issuing Bank by Agent the Selected Tax Advisors shall be conclusive absent manifest errorborne by GTFM.

Tax Indemnification. (ai) Each The Borrower shall, and does hereby, indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against 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), (y) the Administrative Agent and the Borrower, as applicable, against any amount Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(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 liability the L/C Issuer, in each case, that are payable under this Sectionor 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 Bank 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 Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent, within 10 days ten (10) Business Days after demand therefor, for: (A) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so); (B) any amount Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register; and (C) any Excluded Taxes attributable to such Lender; in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (except for any such penalties, interest and reasonable expenses to the extent attributable to the gross negligence or willful misconduct of such Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Company by a Lender or Issuing Bank the L/C Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of any Recipienta Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Agent as required pursuant to Section 3.01(c)(ii) below. (bii) Each Lender and Issuing Bank the L/C Issuer shall, and does hereby, severally indemnify, and shall indemnify and hold harmless, on a several basismake payment in respect thereof within 10 days after written demand therefor, (ix) the Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank the L/C Issuer (but only to the extent Borrowers have that any Loan Party has not already paid or reimbursed indemnified the Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), (iiy) the Agent and Obligorsthe Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) the Agent and Obligorsthe Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bankthe L/C Issuer, in each case, that are payable or paid by the Agent or an Obligor a Loan Party in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the 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 Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basisWithout limiting the provisions of Section 2.19.2 or 2.19.3 above, each Recipient against of the Borrowers shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of any such payment or liability delivered to Borrowers such Borrower by a Lender or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. (b) Each Without limiting the provisions of Section 2.19.2 or 2.19.3, each Lender shall, and Issuing Bank does hereby, indemnify the Administrative Agent, and shall indemnify and hold harmlessmake payment in respect thereof within ten (10) Business Days after demand therefor, on a several basis, for (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent that the Borrowers have has not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Borrowers to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such LenderXxxxxx’s failure to maintain comply with the provisions of Section 9.4.4 relating to the maintenance of a Participant register as required hereunderRegister, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, case that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsCredit Document, and any 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 Government Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Lender, as the case may be, under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this subparagraph (b). The agreements in this subparagraph (b) shall survive the resignation and/or replacement of, a Xxxxxx, any assignment of rights by, or the replacement of, a Lender, the termination of the commitments hereunder and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. To the extent required by any applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or expanding the obligations of the Loan Parties hereunder, if any Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (a) Each Borrower shall because the appropriate form was not delivered, was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), then each such Lender shall, and does hereby, indemnify and hold harmlessharmless the Administrative Agent, on a joint and several basisshall make payment in respect thereof within 10 days after demand therefor, each Recipient against any Indemnified fully for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipientotherwise, and any and all related losses, claims, liabilities, penalties, interest and reasonable expenses arising therefrom or with respect thereto(including the fees, charges and disbursements of any counsel for the Administrative Agent), whether or not such Indemnified Taxes were Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Sectionasserted. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 Administrative Agent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. For purposes of this Section 9.12, the term “Lender” shall include the U.S. L/C Issuer and the U.S. Swing Line Lender.

Tax Indemnification. (ai) Each The Borrower shall indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified 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 under any Loan Document (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower by a Lender or the Issuing Bank (with a copy to Agent)Bank, or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender or the Issuing Bank, shall be conclusive absent manifest error. The affected Lender, the Issuing Bank or the Administrative Agent, as the case may be, shall provide reasonable assistance to the Borrower, at the Borrower’s expense, if the Borrower determines that any Indemnified Taxes were incorrectly or illegally imposed and the Borrower determines to contest such Indemnified Taxes. This Section 2.17(c)(i) shall not apply to the extent that such Indemnified Taxes are compensated for by an increased payment under Section 2.17(a). (bii) Each Lender and Issuing Bank shall severally indemnify and hold harmlessthe Administrative Agent, on a several basiswithin 10 days after demand therefor, for (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that the Borrower has not already paid or reimbursed indemnified the Administrative Agent therefor for such Taxes and without limiting Borrowers’ the obligation of the Borrower to do so), ) and (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.04(c)(i) relating to the maintenance of a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankRegister, in each either case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (c)(ii).

Tax Indemnification. (ai) Each Borrower of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (except for any such penalties, interest and reasonable expenses to the extent attributable to the gross negligence or willful misconduct of such Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Company by a Lender or Issuing Bank the L/C Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of any Recipienta Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Agent as required pursuant to Section 3.01(c)(ii) below. (bii) Each Lender and Issuing Bank the L/C Issuer shall, and does hereby, severally indemnify, and shall indemnify and hold harmless, on a several basismake payment in respect thereof within 10 days after written demand therefor, (ix) the Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank the L/C Issuer (but only to the extent Borrowers have that any Loan Party has not already paid or reimbursed indemnified the Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), (iiy) the Agent and Obligorsthe Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) the Agent and Obligorsthe Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bankthe L/C Issuer, in each case, that are payable or paid by the Agent or an Obligor a Loan Party in connection 65 with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the 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 Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after written demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Borrower Agent by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive presumed correct absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ ' obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s 's failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive presumed correct absent manifest error.

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. A certificate as to the amount of any such payment or liability delivered to a 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. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (A) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (B) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (C) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower The Company Stockholders shall be responsible for, and shall indemnify on an after-tax basis, and hold harmlessharmless Parent for, out of the Escrow Account and without duplication, any Losses, except to the extent such Losses have been taken into account in calculating the Company’s Tangible Book Value or are addressed by Article XIV (whether or not any payment is made pursuant to Article XIV with respect thereto), attributable to (i) Taxes imposed on a joint and several basis, each Recipient against the Company or any Indemnified Taxes of its Subsidiaries (including those imposed or asserted on x) relating or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipientany Pre-Closing Period and, and any penalties, interest and reasonable expenses arising therefrom or with respect theretoto any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (y) relating or attributable to the income, operations or assets of the Company or any of its Subsidiaries for any Pre-Closing Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date and/or (z) relating or attributable to any MarCap Property Taxes; (ii) Taxes imposed on the Company or any of its Subsidiaries under Section 1.1502-6 of the Treasury Regulations (or any corresponding or similar provision state, local, or foreign Law or regulation) as a result of being a member or successor of a member of any consolidated, unitary, combined or similar group for any Pre-Closing Period or period that includes the Closing Date; (iii) Taxes of any Person imposed on the Company or any of its Subsidiaries or any other liability imposed under any Tax sharing, Tax indemnity, Tax allocation or similar agreements (whether or not such Indemnified Taxes were correctly written) under or legally imposed to which the Company or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that of its Subsidiaries was obligated, or was a Lender party, on or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as prior to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank Closing Date; and (with a copy to Agent), or by Agent on its own behalf or on behalf iv) any breach of any Recipient, shall be conclusive absent manifest errorrepresentation or warranty contained in Section 4.13 or of any covenant contained in this Article XIII. (b) Each Lender Parent shall be responsible for, and Issuing Bank shall indemnify on an after-tax basis, and hold harmlessharmless the Company Stockholders for, on a several basis, (i) Agent against any Indemnified Taxes Losses attributable to Taxes imposed on the Company or any of its Subsidiaries relating or attributable to any Post-Closing Period and, with respect to any Straddle Period, the portion of such Lender or Issuing Bank Straddle Period deemed to begin after the Closing Date. (but only c) Any payment made pursuant to this Section 13.5 shall be treated as an adjustment to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as Merger Consideration for all Tax purposes unless otherwise required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorapplicable Law.

Tax Indemnification. (a) Each Borrower U.S. Domiciled Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses (other than any penalties and interest incurred as a result of the gross negligence or willful misconduct of such Recipient) 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 Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower U.S. Domiciled Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers U.S. Borrower Agent by a an Applicable Lender or an Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunderunder Section 13.2.3, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower U.S. Domiciled Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses (other than any penalties and interest incurred as a result of the gross negligence or willful misconduct of such Recipient) 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 Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower U.S. Domiciled Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the U.S. Borrower Agent by a an Applicable Lender or an Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (ai) Each The Borrower shall, and does hereby, indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 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. The Borrower shall, and Issuing Bank does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 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 3.01(c)(ii) below. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (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), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes 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, in each case, that are payable or liability payable under this Sectionpaid 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 Bank 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 Administrative Agent under this clause (ii).

Tax Indemnification. (ai) Each Borrower shall The Credit Parties shall, and each do hereby, severally indemnify and hold harmlesseach Recipient, on a joint and several basiswithin fifteen (15) Business Days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.1) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. A certificate setting forth the amount of such payment or liability in reasonable detail delivered to the Borrower Parties 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. (ii) Each Lender shall, and Issuing Bank does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days twelve (12) Business Days after demand therefor, for (x) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (y) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 12.11 relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or liability payable under this Sectionpaid 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 or Issuing Bank 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 Credit Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Borrower Agent by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Agent therefor and without limiting BorrowersObligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register Register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error; provided, that no Borrower shall be required to indemnify the Agent for any amount attributable to the Agent’s gross negligence or willful misconduct that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct. Upon receipt of such indemnity payment and upon the request of a Borrower, the Agent hereby agrees to assign to the requesting Borrower any rights for compensation against such Lender or issuer of a Letter of Credit (other than the right of set off pursuant to the last sentence of Section 5.9.4(b) below) to the extent the Agent has been indemnified by a Borrower. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a1) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.3) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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. 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. (i) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any 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 or Issuing Bank 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 Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Upon making such payment to the Agent and upon written request by one or more Obligors, the Agent shall assign to the Obligors the Agent’s rights pursuant to Section 5.10.3(b) below against the applicable defaulting Lender or Issuing Bank. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to setting forth in reasonable detail the reason for and amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Agent therefor and without limiting BorrowersObligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (ai) Each applicable Borrower shall indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against applicable Lender and each applicable L/C Issuer, within 30 days after written demand (accompanied by appropriate documentation) therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection but only to the extent necessary to preserve the after-tax yield the Lender would have received if such Indemnified Taxes or Other Taxes or Taxes imposed thereon had not been imposed) withheld or deducted on payments to, or paid by, the Administrative Agent, such 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 (except to the extent such Indemnified Taxes or Other Taxes would have been compensated for by an increased payment under subsection (a) above, but was not so compensated solely because one of the exclusions in subsection (b) applied). (ii) Each Lender and each L/C Issuer shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (A) any Taxes (but, with respect to Indemnified Taxes, only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Borrower to do so) attributable to such Lender or such L/C Issuer that are payable or paid by a Recipient or required the Administrative Agent in connection with any Loan Document and (B) any Taxes attributable to be withheld or deducted from a payment the Lender’s failure to a Recipientcomply with Section 11.06(d), 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 Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender nature and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank any L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each 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 such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower shall indemnify All payments whatsoever under this Agreement and hold harmlessthe Notes will be made by the Company in lawful currency of the United States of America, free and clear of, and without liability for withholding or deduction for or on a joint and several basisaccount of, each Recipient against any Indemnified present or future Taxes (including those of whatever nature imposed or asserted on or attributable to amounts payable under this Section) payable or paid levied by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipientjurisdiction, unless the withholding or deduction of such Tax is compelled by law. If any deduction or withholding for any Tax shall at any time be required in respect of any amounts to be paid by the Company under this Agreement or the Notes, the Company will pay to the relevant jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay with respect to any deduction or withholding for any Tax of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”) to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be conclusive absent manifest error.not less than the amounts then due and payable to such holder under the terms of this Agreement or the Notes before the assessment of such Tax, provided that no payment of any additional amounts hereunder shall be required to be made for or on account of: (a) any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Company, after the Execution Date, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax; (b) Each Lender any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the Company) in the filing with the relevant Taxing Jurisdiction or providing to the Company Forms (as defined below) that are required to be filed or provided by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing or provision of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and Issuing Bank such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall indemnify be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and hold harmlesssubmission of such Forms (including refilings or renewals) as may be specified in a written request of the Company no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); (c) to a holder of a Note (or a third party on behalf of a several basisholder) in circumstances where the holder or beneficial owner (if other than the holder) is not a resident of Canada for purposes of the Income Tax Act (Canada) and is not acting at arm’s length (as defined in the Income Tax Act (Canada)) with the Company or is a “specified non-resident shareholder” or a non-resident person not dealing at arm’s length with a “specified shareholder” of the Company for purposes of subsection 18(5) of the Income Tax Act (Canada); or (d) any combination of clauses (a), (b) and (c) above; and, provided, further that in no event shall the Company be obligated to pay such additional amounts to any holder of a Note (i) Agent against not resident in the United States of America or any Indemnified Taxes attributable other jurisdiction in which you (being, for greater certainty, the purchaser of the Notes under this Agreement and not any substituted Purchaser pursuant to Section 22 or successor or assign (including, without limitation, any subsequent holder of a Note) pursuant to Section 23.3) are resident for tax purposes on the Execution Date in excess of the amounts that the Company would be obligated to pay if such Lender holder had been a resident of the United States of America or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligorssuch other jurisdiction, as applicable, against for purposes of, and eligible for the benefits of, any Taxes attributable double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and the Company shall have given timely notice of such law or interpretation to such Lender’s failure holder. Each holder shall, upon the occurrence of any event giving rise to maintain a Participant register as required hereunderthe operation of this Section 13 with respect to such holder, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such holder) to designate another lending office for any Note affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such holder, cause such holder and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this paragraph shall affect or postpone any of the obligations of the Company or the rights of any holder pursuant to this Section 13. By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (iiib) Agent above, that it will from time to time with reasonable promptness (x) duly complete and Obligorsdeliver to or as reasonably directed by the Company all such forms, certificates, documents and returns provided to such holder by the Company (collectively, together with instructions for completing the same, “Forms”) required to be provided or filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty entered into by such Taxing Jurisdiction and (y) provide the Company with such information with respect to such holder as the Company may reasonably request in order to complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Company or mailed to the appropriate taxing authority, whichever is applicable, against within 60 days following a written request of the Company (which request shall be accompanied by copies of such Form and English translations of any Excluded Taxes attributable to such Lender or Issuing BankForm not in the English language) and, in each casethe case of a transfer of any Note, that are payable at least 90 days prior to the relevant interest payment date. On or paid by Agent or an Obligor before the date of the Closing the Company will furnish you with copies of the appropriate Form (and English translation if required as aforesaid) currently required to be filed in Canada pursuant to clause (b) of the first paragraph of this Section 13, if any, and in connection with the transfer of any ObligationsNote the Company will furnish the transferee of such Note with copies of any Form and English translation then required. If any payment is made by the Company to or for the account of the holder of any Note after deduction for or on account of any Taxes, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted increased payments are made by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount Company pursuant to this Section 13, then, if such holder at its sole discretion determines that it has received or liability payable under this Section. A certificate as been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to the Company such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. The Company will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Company of any Tax in respect of any amounts paid under this Agreement or the Notes, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of the Company, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If the Company is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. If the Company makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company (which shall specify in reasonable detail and supply the refund forms to be filed), use reasonable efforts to complete and deliver such refund forms to or as directed by the Company, subject, however, to the same limitations with respect to Forms as are set forth above. The obligations of the Company under this Section 13 shall survive the payment or liability delivered transfer of any Note and the provisions of this Section 13 shall also apply to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorsuccessive transferees of the Notes.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a RecipientSeller hereby indemnifies Buyer for, and agrees to hold Buyer harmless from, any penalties, interest and reasonable expenses all Damages to the extent actually suffered or incurred by Buyer arising therefrom or with respect thereto, whether or not such out of any Covered Tax (a “Seller Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower Tax Loss”); provided that Seller shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails have no liability for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as Seller Indemnified Tax Loss to the amount extent that such Seller Indemnified Tax Loss was taken into account as a liability in the determination of such payment Closing Net Working Capital or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorClosing Indebtedness. (b) Each Lender and Issuing Bank shall indemnify and hold harmlessFor purposes of this Agreement, on in the case of a several basisStraddle Period, (ix) Agent against the amount of any Indemnified Taxes attributable to such Lender based on or Issuing Bank measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (but only to the extent Borrowers have not already paid or reimbursed Agent therefor reasonably practicable taking into account the Company’s accounting systems and without limiting Borrowers’ obligation to do soin a manner consistent with prior practice of the Company), and (iiy) Agent the amount of other Taxes (other than Transfer Taxes) of the Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and Obligorsthe denominator of which is the number of days in such Straddle Period. (c) If any claim or demand for Taxes that could reasonably be expected to give rise to a Seller Indemnified Tax Loss is asserted by any Taxing Authority, Buyer or the Company shall notify Seller of such claim or demand promptly but not later than the time that would allow Seller to timely respond to such claim or demand, and shall give Seller such information with respect thereto as Seller may reasonably request. Seller may discharge, at any time, its indemnification obligation under this ‎Section 7.09 in respect of a Seller Indemnified Tax Loss by paying Buyer or the Company, as applicable, against any Taxes attributable the amount of such Seller Indemnified Tax Loss, calculated on the date of such payment. Seller may, at its own expense, participate in and, upon notice to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and ObligorsBuyer or the Company, as applicable, against assume the defense of any Excluded Taxes attributable to such Lender or Issuing BankAction (including any Tax audit). If Seller assumes such defense of any such Action, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by Seller shall have the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate sole discretion as to the amount conduct of such payment defense (including the right to settle such Action except that, if such settlement will have an adverse effect that is material on Buyer or liability delivered the Company, Seller shall only settle such matter with Buyer’s prior written consent, which consent shall not be unreasonably withheld); provided that if such Action relates to a Straddle Period, Buyer shall have the right to participate in such defense at its own expense. Whether or not Seller chooses to defend or prosecute any Lender claim, all of the parties hereto shall cooperate in the defense or Issuing Bank by Agent shall be conclusive absent manifest errorprosecution thereof.

Tax Indemnification. (a) Each Borrower Any and all payments by or on account of any obligation of the City under this Agreement or the Notes shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law requires the deduction or withholding of any Tax from any such payment to the Bank, then the City shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the City shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01), the Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made. The foregoing notwithstanding, the City shall have no obligation to make a deduction or withholding, as described in this Section 3.01(a), earlier than forty-five (45) days following the date that the Bank has provided written notice thereof to the City. (b) If and to the extent authorized by Law applicable to the City, the City shall timely pay to the relevant Governmental Authority in accordance with applicable Law or, at the option of the Bank, timely reimburse it for the payment of, any Other Taxes. (c) If and to the extent authorized by Law applicable to the City, the City shall indemnify and hold harmlessthe Bank, on a joint and several basiswithin forty-five (45) days after written demand therefor, each Recipient against for the full amount of any Indemnified Taxes and Other Taxes (including those Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a Recipient the Bank or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to specifying the Indemnified Taxes and Other Taxes, and the amount of such payment or liability delivered to any Lender or Issuing Bank the City by Agent the Bank, shall be conclusive absent manifest error. The Bank acknowledges that, on the date hereof, no Indemnified Taxes are due and owing. (d) As soon as practicable after any payment of Taxes by the City to a Governmental Authority pursuant to this Section 3.01, the City shall deliver to the Bank the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Bank. (e) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (e) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Tax Indemnification. (a) Each Borrower Any and all payments under this Agreement, the Notes or the Guarantees to or for the account of any holder of a Note shall indemnify be made free and hold harmlessclear of, and without deduction or withholding for or on account of, any Tax, except to the extent such deduction or withholding is required by law. If any Tax is required by law to be deducted or withheld by the Company from any such payments made by the Company hereunder or under the Notes or by the Guarantor from any such payments made by the Guarantor hereunder or under the Guarantees, such Obligor will make such deductions or withholding and pay to the relevant taxing authority the full amount deducted or withheld before penalties attach thereto or interest accrues thereon. In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction (other than the United States) in which either Obligor resides for tax purposes or any jurisdiction (other than the United States) from or through which such Obligor is making any payment in respect of any Note or Guarantee, as the case may be, of any Tax, other than any Excluded Tax, upon or with respect to any payments in respect of any Note or Guarantee, as the case may be, whether by withholding or otherwise, the applicable Obligor hereby agrees to pay forthwith from time to time in connection with each payment on the Notes or the Guarantees, as the case may be, to each holder of a joint Note such amounts as shall be required so that every payment received by such holder in respect of the Notes or Guarantees, as the case may be, and several basisevery payment received by such holder under this Agreement will not, each Recipient against after such withholding or deduction or other payment for or on account of such Tax and any Indemnified interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or Guarantee or under this Agreement before the assessment of such Tax; provided, however, that neither Obligor shall be obliged to pay such amounts to any holder of a Note in respect of Taxes to the extent such Taxes exceed the Taxes that would have been payable: (i) had such holder not had any connection with Australia or any territory or political subdivision thereof other than the mere holding of a Note (or the receipt of any payments in respect thereof) or activities incidental thereto (including those imposed enforcement thereof); (ii) but for the delay or asserted on failure by such holder (following a written request by either Obligor) in the filing with an appropriate Governmental Authority or attributable to amounts payable under this Section) payable otherwise of forms, certificates, documents, applications or paid by a Recipient or other reasonably required evidence (collectively “Forms”), that is required to be withheld filed by such holder to avoid or deducted from reduce such Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (ii) upon the good faith completion and submission of such Forms as may be specified in a payment to a Recipientwritten request of either Obligor no later than 60 days after receipt by such holder of such written request (provided, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not that if such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as Forms are Forms required pursuant to this Section. Each Borrower the laws of any jurisdiction other than the United States of America or any political subdivision thereof, such written request shall make payment within 10 days after demand for be accompanied by such Forms); or (iii) had such holder not breached any amount representation or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agentwarranty contained in Section 6.2(a), (c) or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error(d). (b) Each Lender Within 60 days after the date of any payment by either Obligor of any Tax in respect of any payment under the Notes or the Guarantees or this Section 13, such Obligor shall furnish to each holder of a Note the original tax receipt for the payment of such Tax (or if such original tax receipt is not available, a duly certified copy of the original tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. (c) If either Obligor has made a payment to or on account of any holder of a Note pursuant to clause (a) above and Issuing Bank shall indemnify such holder is entitled to a refund of the Tax to which such payment is attributable from the Governmental Authority to which the payment of the Tax was made and hold harmlesssuch refund can be obtained by filing one or more Forms, on a several basis, then (i) Agent against any Indemnified Taxes attributable such holder shall, as soon as practicable after receiving a written request therefor from either Obligor (which request shall include a copy of such Forms to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do sobe filed), use its reasonable efforts to promptly file such Forms and (ii) Agent and Obligorsupon receipt of such refund, as applicableif any, against promptly pay over such refund to the applicable Obligor (net of any Taxes attributable to costs incurred in complying with such Lender’s failure to maintain a Participant register as required hereunder, and request). (iiid) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by The obligations of the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable Obligors under this Section. A certificate as Section 13 shall survive the transfer or payment of any Note and the provisions of this Section 13 shall also apply to successive transferees of the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorNotes.

Tax Indemnification. (ai) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless DIP Agent against any amount that a DIP Lender or Issuing Bank Letter of Credit Issuer fails for any reason to pay indefeasibly to DIP Agent as required pursuant to this Section. Each Borrower shall make payment within 10 ten (10) days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a DIP Lender or Issuing Bank Letter of Credit Issuer (with a copy to DIP Agent), or by DIP Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (bii) Each DIP Lender and Issuing Bank Letter of Credit Issuer shall indemnify and hold harmless, on a several basis, (i) DIP Agent against any Indemnified Taxes attributable to such DIP Lender or Issuing Bank Letter of Credit Issuer (but only to the extent Borrowers have not already paid or reimbursed DIP Agent therefor and without limiting Borrowers’ obligation to do so), (ii) DIP Agent and Obligors, as applicable, against any Taxes attributable to such DIP Lender’s failure to maintain a DIP Participant register as required hereunder, and (iii) DIP Agent and Obligors, as applicable, against any Excluded Taxes attributable to such DIP Lender or Issuing BankLetter of Credit Issuer, in each case, that are payable or paid by DIP Agent or an Obligor in connection with any Obligations, and any 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 DIP Lender and Issuing Bank Letter of Credit Issuer shall make payment within 10 (10) days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any DIP Lender or Issuing Bank Letter of Credit Issuer by DIP Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower Party shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified be solely responsible for all Taxes (including those to be imposed or asserted on or to be due from such Party arising out of or in connection with the consummation of the transactions contemplated by this Agreement. Purchaser shall withhold from the Purchase Price payable to Seller as provided in Section 2.2(b) of this Agreement, and pay to the relevant tax authority, the Korean securities transaction tax in the amount of 0.5% of the Purchase Price. Purchaser shall not withhold any Korean Taxes on capital gains from the Purchase Price, provided that Seller has supplied to Purchaser on or prior to the Closing Date a copy of the tax exemption application filed with the relevant tax office in accordance with applicable laws and regulations (as required pursuant to Section 6.3(e)). Notwithstanding the foregoing, if the Korean Tax authorities subsequently determine applicability of or impose on Purchaser any Korean Taxes with respect to capital gains attributable to amounts payable under this Section) payable or paid the sale of the Purchased Shares by a Recipient or required to be withheld or deducted from a payment to a RecipientSeller hereunder, the Oak Entities shall, jointly and any penaltiesseverally, 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. Each Borrower shall indemnify and hold harmless Agent Purchaser against and in respect of any amount Damages incurred by Purchaser arising out of or in connection with such Korean Taxes including (i) any Taxes that a Lender the Korean Tax authorities shall have determined should have been withheld by Purchaser or Issuing Bank fails for shall have imposed on Purchaser with respect to such capital gains and (ii) any reason surtax or penalty assessed thereon. Each of the Oak Entities, jointly and severally, acknowledges and agrees that Purchaser, in its sole discretion, may choose to pay indefeasibly to Agent the Taxes as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as invoiced by the Tax authority prior to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf final resolution of any Recipientappeal thereof in order to avoid penalty or otherwise prevent any disruption in its business and operation, and each of the Oak Entities, jointly and severally, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall immediately indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable harmless Purchaser with respect to such Lender or Issuing Bank (but only amounts paid by Purchaser and any Damages related thereto. For the avoidance of doubt, upon indemnification by Seller and/or the Oak Entities for the amount paid by Purchaser to the relevant Tax Authority, Seller and the Oak Entities shall be entitled to contest at their sole expense such tax payment by Purchaser and seek a refund from such Tax Authority. To the extent Borrowers have not already paid such indemnification payment has been made by the Oak Entities, if the Tax authority later refunds all or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any portion of such Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor Purchaser in connection accordance with any Obligationsthe final resolution, and any reasonable expenses arising therefrom or with respect thereto, whether or not Purchaser shall immediately return such Indemnified refunded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorapplicable Oak Entity(ies).

Tax Indemnification. (ai) Each Borrower Notwithstanding anything in this Agreement to the contrary, Seller shall indemnify Buyer and hold harmless, on a joint it harmless from and several basis, each Recipient against any Indemnified liability for Taxes (including those imposed or asserted other than Buyer’s Share of Transfer Taxes) of Akrosil Europe for all taxable periods ending on or attributable to amounts payable under this Section) payable before the Closing Date and the portion of any Straddle Period ending on the Closing Date (a “Pre-Closing Tax Period”). Notwithstanding the foregoing, Seller shall not indemnify or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent Buyer from or against any amount that a Lender or Issuing Bank fails liability for any reason to pay indefeasibly to Agent Taxes as required follows: (A) until the total of Seller’s indemnification obligations pursuant to this Section. Each Borrower shall make payment within 10 days after demand Section 5.7(a)(i) without regard to this clause exceeds any amounts reserved for Taxes on the Final Statement; (B) for which Buyer has no actual liability as the result of any amount available net operating losses or liability payable other Tax credits or benefits that are attributable to a Pre-Closing Tax Period; or (C) attributable to a breach by Buyer of its obligations under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorAgreement. (bii) Each Lender and Issuing Bank Buyer shall indemnify Seller and hold harmlessit harmless from and against (A) any liability for Taxes of Akrosil Europe for any taxable period ending after the Closing Date (except with respect to a Straddle Period, on in which case Buyer’s indemnity will cover only that portion of any Taxes (other than Seller’s Share of Transfer Taxes) that do not relate to a several basis, Pre-Closing Tax Period) and (iB) Agent against any Indemnified liability for Taxes attributable to such Lender or Issuing Bank a breach by Buyer of its obligations under this Agreement. (iii) In the case of any taxable period that includes but only does not end on the Closing Date (a “Straddle Period”), Buyer and Seller will, to the extent Borrowers permitted by applicable law, elect with the relevant taxing authority to treat such taxable period for all purposes as a short taxable period ending as of the close of business on the Closing Date. In any case where applicable law does not permit such an election to be made, Taxes of Akrosil Europe for the Straddle Period shall be allocated to the Pre-Closing Tax Period using an interim closing-of-the-books method assuming that such taxable period ended at the close of business on the Closing Date, except that (A) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation) shall be apportioned on a per-diem basis and (B) real property, personal property, intangibles and other similar ad valorem taxes shall be allocated in accordance with the principles of Section 164(d) of the Code. (iv) Notwithstanding anything in this Agreement to the contrary, Seller shall have not already paid no liability under this Agreement in respect of Taxes of Akrosil Europe which are attributable to any action of Akrosil Europe, Buyer or reimbursed Agent therefor any of their respective affiliates that occurs after the Closing (whether on the Closing Date or otherwise). (v) To the extent that an indemnification obligation pursuant to this Section 5.7 may overlap with an indemnification obligation pursuant to Article VII, the provisions of this Section 5.7 shall govern such indemnification obligation and without limiting Borrowers’ obligation the party entitled to do so), such indemnification shall be limited to only one of such indemnification payments. (iivi) Agent and ObligorsThe parties hereto agree that any payments made pursuant to the indemnification provisions in this Section 5.7 or in Article VII are intended to be deemed to be an adjustment to the Final Asset Purchase Price or the Final Akrosil Europe Purchase Price, as applicable, against and shall take no position to the contrary for any Tax purpose; provided however, that to the extent that any taxing authority successfully characterizes, in a final determination, that any indemnification payments shall be deemed to be income to the party receiving such payments, then the party making such payments shall pay an additional amount to the party receiving such payments to cover appropriate Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunderthereon, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable provided further that Seller in no event shall be liable to such Lender indemnify or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand reimburse for any amount or liability payable adjustment to the basis of any asset as a result of an adjustment to the Total Purchase Price under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorSection 5.7(a)(vi).

Tax Indemnification. (ai) Each Borrower Loan Party shall indemnify and hold harmlesseach Recipient, on a joint and several basiswithin 10 days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient by, or required to be withheld or deducted from a payment to a Recipientto, 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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. A certificate as to the amount of such payment or liability delivered to a 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. Each of the Loan Parties shall indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after 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 Issuing Bank the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any amount Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or liability the L/C Issuer, in each case, that are payable under this Sectionor paid by the Administrative Agent or 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 or Issuing Bank 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 Administrative Agent under this clause (ii).

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each or (b) above, the Borrower shall shall, and does hereby, indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against Lender and the Issuing Bank, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by a Recipient the Administrative Agent, such Lender or required to be withheld or deducted from a payment to a Recipientthe 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 were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender The Borrower shall also, and Issuing Bank does hereby, indemnify the Administrative Agent and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or liability payable under the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this Sectionsubsection. A certificate as to the amount of any such payment or liability delivered to any 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 Lender or the Issuing Bank, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) and (b) above, each Lender and the Issuing Bank shall, and does hereby, indemnify and agree to reimburse the Borrower and the Administrative Agent, and shall make payment in respect thereof within 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 the Borrower or the Administrative Agent) of or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure of such Lender or the Issuing Bank, 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 Issuing Bank, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e), including for the avoidance of doubt, amounts paid by the Borrower pursuant to the penultimate sentence of clause (i) above. Each Lender and the Issuing Bank hereby authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Lender, as the case may be, under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of, a Lender or the Issuing Bank, any assignment of rights by, or the replacement of, a Lender or the Issuing Bank, the termination of the commitments hereunder and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. (ai) Each Borrower The Loan Parties shall indemnify and hold harmlesseach Recipient, on a joint and several basiswithin ten (10) days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a such Recipient, and any penalties, interest reasonable and reasonable documented 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability (accompanied by reasonable back-up documentation) delivered to Borrowers the Borrower by a Lender or Issuing Bank (with a copy to Agent), or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, setting forth in reasonable detail the basis and calculation of such amounts, shall be conclusive absent manifest error. (bii) Each Lender and Issuing Bank shall severally indemnify and hold harmlessthe Administrative Agent, on a several basiswithin ten (10) days after demand therefor, for (ix) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that a Loan Party has not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of Loan Parties to do so), (iiy) Agent and Obligors, as applicable, against any Taxes attributable to such LenderXxxxxx’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection (c)(ii).

Tax Indemnification. (ai) Each The Borrower shall, and does hereby, indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower by a Lender or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 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 3.01(c)(ii) below. (bi) Each Lender shall, and Issuing Bank does hereby, severally indemnify, and shall indemnify and hold harmless, on a several basismake payment in respect thereof within 10 days after demand therefor, (ix) the Administrative Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that any Loan Party has not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), (iiy) the Administrative Agent and Obligorsthe Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) the Administrative Agent and Obligorsthe Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each caseLender, that are payable or paid by the Administrative Agent or an Obligor a Loan Party in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such 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. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after written demand for any amount or liability payable under this Section. A certificate (in reasonable detail) as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers Obligors have not already paid or reimbursed Agent therefor and without limiting BorrowersObligors’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each Borrower or (b) above or duplicating the payments to be made thereunder, the Credit Parties shall indemnify and hold harmless, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Sectionsubsection (c)) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent)to, or by Agent on its own behalf or on behalf of any Recipientpaid by, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any 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 Lender Payments under the preceding sentence shall be made within ten (10) days after the date the party entitled to indemnification makes a demand therefor. The Credit Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Bank or an (ii) Without limiting the provisions of subsection (a) or (b) above, each Bank and each Issuing Bank shall make payment indemnify the Administrative Agent for (A) any Indemnified Taxes attributable to such Bank or such Issuing Bank (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (B) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 11.3(d) relating to the maintenance of a Participant Register and (C) any Excluded Taxes attributable to such Bank or such Issuing Bank, in each case, that are payable or paid by the Administrative Agent in connection with any 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. Payments under the preceding sentence shall be made within 10 ten (10) days after the date the party entitled to indemnification makes a demand therefor (which demand shall include a written statement setting forth in reasonable detail the basis for and such party’s calculation of the claim). Each Bank and each Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank or such Issuing Bank, as the case may be, under this Credit Agreement or any other Credit Document against any amount or liability payable due to the Administrative Agent under this Sectionclause (ii). A certificate as to The agreements in this clause (ii) shall survive the amount resignation and/or replacement of such payment the Administrative Agent, any assignment of rights by, or liability delivered to any Lender the replacement of, a Bank or an Issuing Bank by Agent shall be conclusive absent manifest errorBank, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnification. (ai) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank Letter of Credit Issuer fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank Letter of Credit Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (bii) Each Lender and Issuing Bank Letter of Credit Issuer shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank Letter of Credit Issuer (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLetter of Credit Issuer, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank Letter of Credit Issuer shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank Letter of Credit Issuer by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower Any and all payments by or on account of any obligation of the Borrowers hereunder or under the Stock Pledge Agreement shall indemnify be made free and hold harmless, on a joint clear of and several basis, each Recipient against without deduction for any Indemnified Taxes or Other Taxes; provided that if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes and Other Taxes (including those deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the relevant Borrower shall make such deductions and (iii) the relevant Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) In addition, the Borrowers shall pay any Other Taxes to the relevant governmental or taxing authority in accordance with applicable law. (c) The Borrowers hereby indemnify the Lender for the full amount of any Indemnified Taxes or Other Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Borrowers hereunder or under the Stock Pledge Agreement (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for , unless such penalties, interest or expenses are incurred solely as a result of any amount gross negligence or liability payable under this Sectionwillful misconduct of the Lender. A certificate as to setting forth in reasonable detail the amount of such payment or liability and the reasonable basis of such payment or liability delivered to any the Borrowers by the Lender or Issuing Bank by Agent shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

Tax Indemnification. (ai) Each Borrower MGHL shall indemnify the Administrative Agent and hold harmlesseach Lender within 10 days after written demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes 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 any Loan Party under any Loan Document (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower by a Lender or Issuing Bank (with a copy to Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. The affected Lender or the Administrative Agent, as the case may be, shall provide reasonable assistance to MGHL, at MGHL’s expense, if MGHL determines that any Indemnified Taxes were incorrectly or illegally imposed and MGHL determines to contest such Indemnified Taxes. This Section 2.17(c)(i) shall not apply to the extent that such Indemnified Taxes are compensated for by an increased payment under Section 2.17(a). (bii) Each Lender and Issuing Bank shall severally indemnify and hold harmlessthe Administrative Agent, on a several basiswithin 10 days after demand therefor, for (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that any Loan Party has not already paid or reimbursed indemnified the Administrative Agent therefor for such Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), ) and (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.04(c)(i) relating to the maintenance of a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankRegister, in each either case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (c)(ii).

Tax Indemnification. (a) Each Borrower shall indemnify Any and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable all payments under this Section) payable Agreement, the Notes or paid the Guarantees to or for the account of any holder of a Note shall be made free and clear of, and without deduction or withholding for or on account of, any Tax, except to the extent such deduction or withholding is required by a Recipient or law. If any Tax is required by law to be deducted or withheld or deducted from a payment to a 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 payments by the relevant Governmental Authority. Each Borrower shall indemnify Guarantor or the Company, the Guarantor or the Company, as the case may be, will make such deductions or withholding and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the relevant taxing authority the full amount of such payment deducted or liability delivered to Borrowers by a Lender withheld before penalties attach thereto or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorinterest accrues thereon. (b) Each Lender In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which either Obligor resides for tax purposes or any jurisdiction from or through which either Obligor is making any payment in respect of any Note held by any holder other than a Qualified Holder or any Guarantee in respect of any such Note of any Tax, other than any Excluded Tax, upon or with respect to any payments in respect of any such Note or any such Guarantee, whether by withholding or otherwise, the Obligor making such payment hereby agrees to pay forthwith from time to time in connection with each payment on such Notes or such Guarantees, as the case may be, to each such holder of a Note such amounts as shall be required so that every payment received by such holder in respect of the Notes and Issuing Bank the Guarantees held by such holder and every payment received by such holder under this Agreement will not, after such withholding or deduction or other payment for or on account of such Tax and any interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or Guarantee or under this Agreement before the assessment of such Tax; provided, however, that neither Obligor shall indemnify and hold harmless, on be obliged to pay such amounts to such holder of a several basis, Note in respect of Taxes to the extent such Taxes exceed the Taxes that would have been payable: (i) Agent against any Indemnified Taxes attributable to had such Lender or Issuing Bank (but only to holder been a resident for tax purposes in the extent Borrowers have United States and not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), also in the United Kingdom; (ii) Agent and Obligors, had such holder not had any connection with the United Kingdom or any territory or political subdivision thereof other than as applicable, against a result of the holding of any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and Note or the receipt of any payments in respect thereof or any other activities incidental thereto (including the enforcement thereof); (iii) Agent to a holder that had been the beneficial owner of such Note (and Obligorsthe payments thereon) and that was a corporation created or organized under the laws of the United States or any State thereof that would have been entitled with respect to payments under the Notes to the benefit of Article 11(2) of the United States-United Kingdom double tax treaty, SI 1980/568, as applicablein effect on the date of (x) this Agreement, against in the case of any Excluded Taxes attributable Series 2003-1 Note, or (y) the relevant Supplement, in the case of any Note of any Series issued pursuant to such Lender Supplement, under which payments of interest by the Company to such holder would have been exempt from tax by the United Kingdom; or (iv) but for the delay or Issuing Bankfailure by such holder (following a written request by an Obligor) in the filing with an appropriate Governmental Authority or otherwise of forms, in each casecertificates, documents, applications or other reasonably required evidence including, but not limited, to U.K. Form FD13 (collectively “Forms”), that are payable required to be filed by such holder to avoid or paid reduce such Taxes and that in the case of any of the foregoing would not result in any income tax return information which would reasonably be considered to be confidential or proprietary being revealed, either directly or indirectly, to any Person (it being agreed that information required to be disclosed on U.K. Form FD13 as in effect on the date hereof or any other information relating to nationality, residence or place of incorporation shall not be considered confidential or proprietary) and such delay or failure could have been lawfully avoided by Agent such holder; provided that such holder shall be deemed to have satisfied the requirements of this clause (iv) upon the good faith completion and submission of such Forms as may be specified in a written request by either Obligor (which request shall include a copy of such Forms) or an appropriate Governmental Authority no later than 45 days after receipt by such holder of such written request; provided further, however, that this Agreement shall be deemed to be a due written request made as of the date of Closing by the Company to the Purchasers (other than an Applicable Purchaser) to file U.K. Form FD13. (c) In the event of the imposition by or for the account of any Applicable Taxing Authority of any Tax, other than an Excluded Tax, upon or with respect to any payments in respect of any Note held by a Qualified Holder or any Guarantee in respect of any such Note, whether by withholding or otherwise, the Obligor required to make such payment shall give notice thereof to such Qualified Holder. If any Qualified Holder that has received any such notification from an Obligor reasonably determines that it will not within a reasonable period of time receive or be granted a corresponding credit for, or relief or remission in respect of, or repayment of, such Tax, then such Qualified Holder will so notify the applicable Obligor (providing written details of the position regarding such credit, relief, remission or repayment) and such Obligor shall pay forthwith from time to time in connection with any Obligationseach payment on the Notes or the Guarantees, as the case may be, to such Qualified Holder such amounts as shall be required so that every payment received by such Qualified Holder in respect of the Notes and the Guarantees and every payment received by such Qualified Holder under this Agreement will not, after such withholding or deduction or other payment for or on account of such Tax and any reasonable expenses arising therefrom interest or with respect penalties relating thereto, whether be less than the amount due and payable to such Qualified Holder in respect of such Note or not Guarantee or under this Agreement before the assessment of such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank Tax; provided that no such amounts shall make payment within 10 days after demand for any amount or liability be payable under this Section. A certificate Subsection (c) to (i) any Qualified Holder which fails validly to give one of the representations set out in Section 6.3 or to any other holder of a Note which, in accordance with Section 6.3, has notified the Company that it is unable to give such a representation or (ii) any Qualified Holder which is not within the charge to United Kingdom corporation tax in respect of payments made to it under any Note or any Guarantee in respect of any Tax that is imposed as a result of the delay or failure by such Qualified Holder (following a written request by an Obligor) in the filing with an appropriate Governmental Authority or otherwise of Forms that are required to be filed by such Qualified Holder to avoid or reduce such Taxes and would not result in any income tax return information which would reasonably be considered to be confidential or proprietary being revealed, either directly or indirectly, to any Person (it being agreed that information relating to nationality, residence or place of incorporation shall not be considered confidential or proprietary) and such delay or failure could have been lawfully avoided by such Qualified Holder, provided that such Qualified Holder shall be deemed to have satisfied the requirements of this clause (ii) upon the good faith completion and submission of such Forms as may be specified in a written request by either Obligor (which request shall include a copy of such Forms) or an appropriate Governmental Authority no later than 45 days after receipt by such Qualified Holder of such written request. (d) Within 60 days after the date of any payment by either Obligor of any Tax in respect of any payment under any Note, any Guarantee or this Section 13, such Obligor shall furnish to each applicable holder of a Note the original tax receipt for the payment of such Tax or a duly certified copy of the original tax receipt or, if such original tax receipt is not provided by the applicable taxing authority or further proof is required, such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. (e) If an Obligor has made a payment to or on account of any holder of a Note pursuant to Subsection (b) or Subsection (c) above and such holder is entitled to a refund of the Tax to which such payment is attributable from the Governmental Authority to which the payment of the Tax was made and such refund can be obtained by filing one or more Forms which would not result in any income tax return information which would reasonably be considered to be confidential or proprietary being revealed, either directly or indirectly, to any Person (it being agreed that information relating to nationality, residence or place of incorporation shall not be considered confidential or proprietary), then (i) such holder shall, as soon as practicable after receiving a written request therefor from an Obligor (which request shall specify in reasonable detail the Forms to be filed), file such Forms and (ii) upon receipt of such refund, if any, promptly pay over such refund to such Obligor. (f) Notwithstanding anything to the amount of such payment contrary in Subsection (b)(iv) or liability delivered to any Lender or Issuing Bank by Agent Subsection (c)(ii) above, neither Obligor shall be conclusive absent manifest errorrequired to make any payment under this Section 13 to an assignee, successor or other transferee of any Note (a “transferee”) that first became a holder of a Note less than 60 days prior to the due date of any payment on such Note and as a result such Obligor does not receive a direction from the Applicable Taxing Authority that such Obligor is not required to deduct Tax in respect of that payment; provided further that, if such transferee shall file any Forms required to be filed pursuant to Subsection (b)(iv) or Subsection (c)(ii) above within the time period specified therein, such Obligor’s obligation to make any payments required under this Section 13 shall be applicable with respect to all subsequent payments to such transferee.

Tax Indemnification. (a) Each Borrower In the event of the imposition by or for the account of any Applicable Taxing Authority of any Tax upon or with respect to any payments in respect of any Guarantee Payment, any Liquidation Payment Price, any Acceleration Payment or any Guarantee End Date Put Price, whether by withholding or deduction, the Guarantor hereby agrees to forthwith from time to time in connection with each Guarantee Payment and payment of any Liquidation Payment Price, any Acceleration Payment or any Guarantee End Date Put Price pay to each Holder such amount (the “Tax Reimbursement Amount”) as shall indemnify and hold harmless, on a joint and several basis, each Recipient against be required so that any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable such payment received by such Holder under this SectionGuarantee Agreement will not, after such withholding or deduction on account of such Tax, be less than the amount due and payable to such Holder in respect of such Guarantee Payment, Liquidation Payment Price, Acceleration Payment or Guarantee End Date Put Price under this Guarantee Agreement before the assessment of such Tax; provided, however, that the Guarantor shall not be obliged to pay such amounts to any Holder in respect of Taxes to the extent such Taxes exceed the Taxes that would have been payable: (i) but for the existence of any present or former connection (other than the mere holding of a Preference Share) between such Holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, or any Person other than such Holder to whom the relevant Preference Share or any amount payable thereon is attributable for the purposes of such Tax) and the Applicable Taxing Authority, including, without limitation, such Holder’s (or paid such fiduciary’s, settlor’s, beneficiary’s, member’s, shareholder’s or possessor’s or Person’s other than such holder) being or having been a citizen or resident thereof, being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein; or (ii) but for the delay or failure by such Holder (following a Recipient written request by the Guarantor) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence (collectively “Forms”), that are required to be withheld filed by such Holder to avoid or deducted from reduce such Taxes and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such Holder, provided that such Holder shall be deemed to have satisfied the requirements of this clause (ii) upon the good faith completion and submission of such Forms as may be specified in a payment to a 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 written request of the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 Guarantor no later than 45 days after demand for any amount or liability payable under this Section. A certificate as to the amount receipt by such holder of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorwritten request. (b) Each Lender Within 60 days after the date of any payment by the Guarantor of any Tax in respect of any Guarantee Payment or payment of any Liquidation Payment Price, any Acceleration Payment or any Guarantee End Date Put Price, the Guarantor shall furnish to each Holder to the extent reasonably available the original tax receipt for the payment of such Tax (or if such original tax receipt is not available, a duly certified copy of the original tax receipt), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any Holder. (c) In connection with any claim, reporting or filing requirement referred to in clause (a)(ii) of this Section 5.8, the Guarantor will provide each Holder with all publicly available forms and Issuing Bank accompanying instructions issued by the Applicable Taxing Authority as to the proper completion of such forms necessary to comply with such claim, reporting or filing requirement. (d) If the Guarantor shall indemnify have determined, with respect to any Holder, that a deduction or withholding of any Tax shall be required to be made to such Holder and hold harmlessthat no Tax Reimbursement Amount will be payable to such Holder under this Section 5.8 in respect of such Tax, on the Guarantor will promptly inform such Holder and the Guarantee Trustee in writing of the imposition or withholding of such Tax and of the applicable exemption set forth in this Section 5.8 that releases the Guarantor from the obligation to pay a several basisTax Reimbursement Amount in respect thereof. (e) If the Guarantor makes payment of any Tax Reimbursement Amount and a recipient thereof subsequently receives a refund in respect thereof (a “Tax Refund”), and such recipient is able to identify the Tax Refund as being attributable to the Taxes with respect to which such Tax Reimbursement Amount was paid, then such recipient shall, to the extent that such recipient can do so without prejudicing the retention of such refund and without prejudice to the right of such recipient to obtain any other relief or allowance which may be available to it, promptly reimburse the Guarantor such amount as such recipient shall determine, in good faith, to be the proportion of the Tax Refund as will leave such recipient, after such reimbursement, in no better or worse position than in which such recipient would have been if payment of such Tax Reimbursement Amount had not been required. The foregoing notwithstanding, nothing in this clause (e) shall: (i) Agent against restrict the right of any Indemnified Taxes attributable recipient to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), arrange its tax affairs as it shall think fit, (ii) Agent require any recipient to disclose any information regarding its tax affairs which, in such recipient’s reasonable and Obligorsgood faith judgment, as applicableconstitutes confidential or proprietary information, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and or (iii) Agent and Obligors, as applicable, against require any Excluded Taxes attributable recipient to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand account for any amount indirect taxation benefits arising from the deduction or liability payable withholding of any Tax. (f) The obligations of the Guarantor under this Section. A certificate as to Section 5.9 shall survive the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorTerm.

Tax Indemnification. (ai) Each Borrower shall severally indemnify and hold harmlesseach Recipient, on a joint and several basiswithin 10 days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a Recipient, such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (but excluding such penalties, interest and expenses imposed or asserted on account of the bad faith or willful neglect of such Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Adtalem by a Lender or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender, shall be conclusive absent manifest error. Each Borrower shall severally indemnify the Administrative Agent, within 10 days after demand therefore, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to clause (c)(ii) below with respect to such Borrower. To the extent that a Borrower pays an amount to the Administrative Agent pursuant to the preceding sentence with respect to Excluded Taxes or the failure to maintain a Participant Register, the applicable Lender shall indemnify such Borrower for such Taxes. (bii) Each Lender and Issuing Bank shall severally indemnify and hold harmlessthe Administrative Agent, on a several basiswithin 10 days after demand therefore, for (ix) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers that the Loan Parties have not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Borrower to do so), (iiy) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 11.7(d) relating to the maintenance of a Participant register as required hereunder, Register and (iiiz) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank 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 the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after written demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.,

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, harmless each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Borrower by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have Borrower has not already paid or reimbursed Agent therefor and without limiting Borrowers’ Borrower’s obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower HCA shall indemnify indemnify, defend and hold harmless, on a joint Purchaser and several basis, each Recipient the Acquired Entities harmless from and against any Indemnified and all Damages for Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretoto any Acquired Entity for a Pre-Closing Period (including, whether without limitation, any Taxes imposed on any Acquired Entity as a result of having been a member of the HCA Affiliated Group under Treas. Reg. Section 1.1502-6 or any similar provision of state, local or foreign law, and also including any Tax liability for a Pre-Closing Period with respect to any Acquired Entity as a transferee or successor, by contract, law or equity). Notwithstanding the foregoing, HCA shall not such Indemnified Taxes were correctly indemnify, defend or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent Purchaser and the Acquired Entities from and against any amount that and all Damages for Taxes attributable to any action taken (which would otherwise give rise to an Tax indemnity payment by HCA or its Affiliates) after the Effective Time by Purchaser or the Acquired Entities (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with the written consent of HCA) (a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent“Purchaser Tax Act”), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank Purchaser shall indemnify indemnify, defend and hold harmless, on a several basis, HCA and the HCA Affiliated Group harmless from and against any and all Damages for (i) Agent against Taxes of any Indemnified of the Acquired Entities, except to the extent HCA is otherwise required to indemnify Purchaser for such Taxes pursuant to Section 9.5(a), and (ii) Taxes attributable to a Purchaser Tax Act. (c) The amount of any Taxes for which indemnification is provided under this Section 9.5 shall not be (A) increased to take account of any net Tax cost incurred by the Indemnitee arising from the receipt of indemnity payments hereunder or (B) reduced to take account of any net Tax benefit realized by the Indemnitee arising from the incurrence or payment of any such Lender or Issuing Bank (but only Taxes. Any indemnity payment under this Agreement shall be treated as an adjustment to the extent Borrowers have not already Purchase Price for United States federal Tax purposes, unless otherwise required by Law. (d) Any indemnity payment required to be made pursuant to this Section 9.5 shall be paid or reimbursed Agent therefor and without limiting Borrowers’ obligation within 30 days after the Indemnitee makes written demand upon the indemnifying party, but in no case earlier than five Business Days prior to do so), (ii) Agent and Obligors, as applicable, against any the date on which the relevant Taxes attributable are required to such Lender’s failure be paid to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank Authority (including estimated Tax payments). (e) In no event shall make payment within 10 days after demand the indemnities provided for any amount or liability payable under in this Section. A certificate as Section 9.5 be subject to the amount provisions of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorSection 9.4 of this Agreement.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each caseLender, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, harmless each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a 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. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Borrower by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have Borrower has not already paid or reimbursed Agent therefor and without limiting Borrowers’ Borrower’s obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such LenderLxxxxx’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any 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 Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate -56- DM3\8972795.2 as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.