Common use of Tax Indemnifications Clause in Contracts

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a 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 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) 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, shall indemnify the each Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof within 30 15 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.4) payable or paid by the by, or required to be deducted or withheld from a payment to such Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability (along with a written statement setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent)Lender, or by the an Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. (ii) Without limiting . If the provisions of subsection (a) Borrower reasonably believes that any such Indemnified Taxes or (b) aboveOther Taxes were not correctly or legally asserted, each Administrative Agent and/or each affected Lender and each L/C Issuer shall, and does hereby, indemnify will use reasonable efforts to cooperate with the Borrower and in pursuing a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in 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 sole determination of the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the affected Administrative Agent by or affected Lender, result in any Governmental Authority as a result of the failure by such Lender additional costs, expenses or such L/C Issuer, as the case may be, risks or be otherwise disadvantageous 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligationsit.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, each of the Borrower Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C IssuerIssuers, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such the applicable L/C Issuer, as the case may be, as a result of its Commitment, any Loans made by it hereunder, any Letter of Credit issued hereunder, any participation in any of the foregoing, or otherwise arising in any manner in connection with any Loan Document and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Each of the Loan Parties shall also, and does hereby, jointly and severally, indemnify the Administrative Agent, such and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and applicable L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the 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 Borrower Loan Parties 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 reasonable fees, charges and disbursements of any counsel for the Borrower Loan Parties or the Administrative Agent) incurred by or asserted against the Borrower Loan Parties 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 the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by Borrower or Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative . Borrower shall also, and does hereby, indemnify Agent, such and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower for any reason fails to pay indefeasibly to Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 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 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower Borrowers shall, and does do hereby, indemnify the Administrative Agent, each Lender and each the L/C C-BA Issuer, and shall make payment in respect thereof within 30 days (or, in the case of Other Taxes that are goods and services, value-added or similar Taxes, three Business Days) after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C C-BA Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrowers shall also, and do hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 30 days after written demand therefor, for any amount which a Lender and such or the L/C Issuer, as the case may be, shall have provided C-BA Issuer for any reason fails to pay indefeasibly to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower Borrowers by a Lender or an the L/C C-BA 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 the L/C C-BA Issuer, shall be conclusive absent manifest error; provided, however, that no Borrower shall be required to provide indemnification under this paragraph for any payment or liability incurred more than six months prior to the date that such certificate is delivered. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C C-BA Issuer shall, and does do hereby, indemnify the Borrower Borrowers and the Administrative Agent, and shall make payment in respect thereof within 10 30 days after written 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 Borrowers or the Administrative Agent) incurred by or asserted against the Borrower Borrowers or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such the L/C C-BA 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 the L/C C-BA Issuer, as the case may be, to the Borrower Borrowers or the Administrative Agent pursuant to subsection (e). Each Lender and each the L/C C-BA Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such the L/C C-BA 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 the L/C C-BA Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a 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 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 losses 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 (i) 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), (ii) attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register, (iii) with respect to any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document and (iv) any Indemnified Taxes or Other Taxes attributable to such Lender or L/C Issuer (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower to do so). 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower Borrowers shall, and does do hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower Borrowers 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 any Borrower or the Administrative Agent) incurred by or asserted against the any Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the any Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower Loan Parties shall, and does do hereby, jointly indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 30 10 days after written demand therefor, for the full amount of any Indemnified Taxes or and Other Taxes (including Indemnified Taxes or and Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower, any other Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Loan Parties reasonably believe that such Taxes were not correctly or legally asserted, the Administrative Agent, such Lender and or such L/C Issuer, as applicable, will use reasonable efforts to cooperate with the case may be, shall have provided Loan Parties to the Borrower obtain a certificate, reasonably satisfactory to the Borrower, evidencing the payment refund of such amounts and setting forth Taxes so long as such efforts would not, in reasonable detail the calculations sole good faith determination of the Administrative Agent, such amounts. The Lender or such L/C Issuer, as applicable, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided further that the Loan Parties shall not be required to compensate the Administrative Agent and each Agent, any Lender and or any L/C Issuer shall notify the Borrower of pursuant to this Section 3.01(c) for any events interest and penalties that would entitle not have arisen but for the failure of the Administrative Agent, such Person Lender or such L/C Issuer, as applicable, to any amounts under this subsection (c) as soon as reasonably practicablefurnish written notice of the applicable claim for Indemnified Taxes or Other Taxes within 180 days after the date the Administrative Agent, such Lender or such L/C Issuer first receives written notice thereof. A certificate as to the amount of any such payment or liability delivered to the Borrower or any other Loan Party by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a), (b) or (bc)(i) above, each Lender and each L/C Issuer shall, and does hereby, indemnify 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) 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)this Section 3.01. 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and each Borrower does hereby, indemnify the Administrative Agent, the Collateral Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Borrower or the Administrative Agent or paid by the Administrative Agent, the Collateral Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower SEI by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower Borrowers, the Administrative Agent and the Administrative Collateral 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 Borrowers or the Administrative Agent) incurred by or asserted against the any Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the Borrower SEI or the Administrative Agent pursuant to subsection (e). Each Lender and each the L/C Issuer hereby authorizes the Administrative Agent and the Collateral Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 or the Collateral Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower Loan Parties shall, and does do hereby, jointly indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof within 30 10 days after written demand therefor, for the full amount of any Indemnified Taxes or and Other Taxes (including Indemnified Taxes or and Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower, any other Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Loan Parties reasonably believe that such Taxes were not correctly or legally asserted, the Administrative Agent, Agent or such Lender and such L/C IssuerLender, as applicable, will use reasonable efforts to cooperate with the case may be, shall have provided Loan Parties to the Borrower obtain a certificate, reasonably satisfactory to the Borrower, evidencing the payment refund of such amounts and setting forth Taxes so long as such efforts would not, in reasonable detail the calculations sole good faith determination of such amounts. The the Administrative Agent or such Lender, as applicable, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided further that the Loan Parties shall not be required to compensate the Administrative Agent or any Lender pursuant to this Section 3.01(c) for any interest and each Lender and L/C Issuer shall notify the Borrower of any events penalties that would entitle not have arisen but for the failure of the Administrative Agent or such Person Lender, as applicable, to any amounts under this subsection (c) as soon as reasonably practicablefurnish written notice of the applicable claim for Indemnified Taxes or Other Taxes within 180 days after the date the Administrative Agent or such Lxxxxx first receives written notice thereof. A certificate as to the amount of any such payment or liability delivered to the Borrower or any other Loan Party by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a), (b) or (bc)(i) above, each Lender and each L/C Issuer shall, and does hereby, indemnify 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) 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)this Section 3.01. 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 IssuerLender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Each Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the a Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error; provided that such certificate contains a reasonably detailed statement of the amounts then payable and the calculations thereof. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the on a several basis each Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 fifteen (15) 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 such Borrower or the Administrative Agent) incurred by or asserted against the such Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower and the Parent shall, and does do hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower, the Parent or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower and the Parent shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, such and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower and the Parent by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower Borrower, the Parent 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 Borrower, the Parent 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 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 such the L/C Issuer, as the case may be, to the Borrower Borrower, the Parent or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower each Loan Party shall, and does hereby, indemnify severally (in the Administrative Agentcase of each Designated Borrower) and jointly and severally, in the case of the Domestic Loan Parties, indemnify, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 30 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) required to be withheld or deducted from a payment to such Recipient or payable or paid by the Administrative Agent, such Lender or such L/C IssuerRecipient, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, or with respect to amounts payable under subsection (a) above, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower a Loan Party by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each if any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any Tax or other amount from payments to or for the account of any Lender and each or L/C Issuer Issuer, such Lender or L/C Issuer, as the case may be, shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest liabilities 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)Authority. 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower each Loan Party shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted - 58 - on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower Partnership by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a 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 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 losses 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 (i) 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 Partnership or the Administrative Agent pursuant to subsection (e), (ii) attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register, (iii) with respect to any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document and (iv) any Indemnified Taxes or Other Taxes attributable to such Lender or L/C Issuer (but only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so). A certificate as to the amount of such payment or liability delivered to any Lender or 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). 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a 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 the L/C Issuer shall, and does hereby, indemnify 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) 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. 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 fails to pay to the Administrative Agent as required by this clause (ii). A certificate as to the amount of any 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.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender Lender, each L/C Issuer and each Existing L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender Lender, such L/C Issuer or such Existing L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Each Borrower shall also, and does hereby, indemnify the Administrative Agent, such Lender and such L/C Issuershall make payment in respect thereof within 10 days after demand therefor, as the case may befor any amount which a Lender, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and an L/C Issuer shall notify or an Existing L/C Issuer for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the a Borrower by a Lender Lender, an L/C Issuer or an Existing 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 Lender, an L/C Issuer or an Existing L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender Lender, each L/C Issuer and each Existing L/C Issuer shall, and does hereby, indemnify the each Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against for the full amount of 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 Lender, such L/C Issuer or such Existing 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 Lender, such L/C Issuer or such Existing L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender Lender, each L/C Issuer and each Existing L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Lender, such L/C Issuer or such Existing 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 Lender, an L/C Issuer or an Existing L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes either withheld or Other Taxes imposed deducted by the Borrower for the account of a Lender or asserted the L/C Issuer or paid on or attributable to amounts payable under this Section) paid behalf of Borrower by the Administrative Agent, such a Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a 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 the L/C Issuer shall, and does hereby, indemnify 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) 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower and each other Loan Party shall, and does do hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Borrower, any other Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Lead Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, severally indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 20 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 Borrowers or the Administrative Agent) incurred by or asserted against the any Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the Borrower any Borrower, any other Loan Party or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a 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 each 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 any Borrower or the Administrative Agent) incurred by or asserted against the any 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 any 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. Each 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 an L/C Issuer fails to pay to the Administrative Agent as required by this clause (ii). A certificate as to the amount of any such payment or liability delivered to the Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 30 10 (ten) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 10 (ten) days after demand therefor, for any amount which a Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and or an L/C Issuer shall notify for any reason fails to pay to the Borrower Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error, provided that the Borrower shall not be required to compensate a Lender, the Agent or an L/C Issuer pursuant to this Section for any such payment or liability incurred more than 180 days prior to the date that such Lender, the Agent or such L/C Issuer, as the case may be, provides notice thereof to the Borrower; provided further that, if the event giving notice to such additional amount is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (iii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agentseverally indemnify, and shall make payment in respect thereof within 10 (ten) days after demand therefor, (x) the Agent against any and all Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including without limiting the fees, charges and disbursements obligation of any counsel for the Borrower or to do so), (y) the Administrative AgentAgent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of §18(d) incurred by or asserted relating to the maintenance of a Participant Register and (z) the Agent and the Borrower, as applicable, against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the 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 case may be, amount of such payment or liability delivered to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such any L/C Issuer, as Issuer by the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e)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). 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative AgentAgent (but without duplication as to any amounts withheld and paid pursuant to Section 3.01(a)(ii) above), such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender and such or the L/C Issuer, as the case may be, shall have provided Issuer for any reason fails to pay indefeasibly to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment Administrative Agent as required by clause (ii) of such amounts and this subsection. A certificate setting forth in reasonable detail the calculations calculation of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify 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) 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided Authority provided, that if the Administrative Agentapplicable Borrower reasonably believes that such Taxes were not correctly or legally asserted, such the Lender and such or the L/C Issuer, as the case may be, shall have provided will use reasonable efforts to the cooperate with such Borrower to obtain a certificate, reasonably satisfactory to the Borrower, evidencing the payment refund of such amounts Taxes so long as such efforts would not, in the reasonable determination of the Lender or the L/C Issuer, as the case may be, result in any additional costs, expenses or risks or otherwise be disadvantageous to it. Each Borrower shall also, and setting forth does hereby, indemnify the Administrative Agent, and shall make payment in reasonable detail respect thereof within ten days after demand therefor, for any amount which a Lender or the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the a Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the each Borrower and the Administrative Agent, and shall make payment payable in respect thereof within 10 ten days after demand therefortherefore, 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 any Borrower or the Administrative Agent) incurred by or asserted against the any Borrower or the Administrative Agent by any Governmental Authority as a direct result of the failure by such Lender or such the L/C Issuer, as the case may be, to deliver, or as a direct result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such the L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 the 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 the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, shall and does hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 days 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify (other than a Lender or L/C Issuer that is an affiliate of the Borrower Administrative Agent) for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. However, neither the Administrative Agent, any Lender, nor the L/C Issuer shall be entitled to receive any payment with respect to Indemnified Taxes or Other Taxes that are incurred or accrued more than 180 days prior to the date the Administrative Agent, such Lender, or the L/C Issuer gives notice and demand thereof to the Borrower. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify 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 reasonable 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other payment Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the : (A) The Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable out of pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Administrative Agent, such Lender and such Lender, or the L/C Issuer, as the case may be, shall have provided give the Borrower prompt written notice of the receipt by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, of a written demand for payment of any Indemnified Taxes or Other Taxes from the relevant Governmental Authority; provided, however, that (x) the giving of such prompt written notice shall not be a condition to the indemnification under this clause (i)(A) of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and (y) failure or delay on the part of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, to provide such prompt written notice shall not constitute a waiver of the right of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, to demand indemnification under this clause (i)(A). (B) The Borrower shall also, 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 certificate, reasonably satisfactory to Lender or the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. Upon the Borrower’s written request, and provided that the applicable Lender or L/C Issuer is then a party to this Agreement, the Administrative Agent will use commercially reasonable efforts to set off and apply any and all amounts at any time owning to such Lender or L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent from such Lender or L/C Issuer under clause (ii) of this subsection; provided, however, that the Administrative Agent’s seeking of such set off shall notify not be a condition to the Administrative Agent’s indemnification under the immediately preceding sentence, and the Administrative Agent’s seeking of such set off, or its failure or delay in seeking such set off, shall not constitute a waiver of the Administrative Agent’s right to indemnification under the immediately preceding sentence. If the Borrower has paid an amount to the Administrative Agent pursuant to the first sentence of this clause (i)(B), any events that would entitle set off with respect to such Person to any amounts under this subsection amount shall be for the benefit of the Borrower. (cC) as soon as reasonably practicable. A certificate prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify 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) 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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), including any such set off and application pursuant to a written request of the Borrower under clause (i)(B) of this subsection. 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 the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay to the Borrower Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error, provided that the Borrower shall not be required to compensate a Lender, the Agent or the L/C Issuer pursuant to this Section for any such payment or liability incurred more than 180 days prior to the date that such Lender, the Agent or the L/C Issuer, as the case may be, provides notice thereof to the Borrower; provided further that, if the event giving notice to such additional amount is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (iii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agentseverally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Agent against any and all Indemnified 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 attributable to such Lender or the L/C Issuer (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of §18(d) relating to the maintenance of a Participant Register and (z) the Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the 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 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 amount of such payment or liability delivered to any Lender by the Administrative Agent pursuant to subsection (e)shall be conclusive absent manifest error. Each Lender and each 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 such 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 an L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the The Borrower shall, and does hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, with respect to or as a consequence of any transactions contemplated by this Agreement and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that , other than penalties, interest and expenses attributable to the conduct of the Administrative Agent, such Lender and such or the L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicableapplicable. A certificate as to setting forth the amount of any such payment or liability in reasonable detail delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 30 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 the L/C Issuer, as the case may be, (1) to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e)) or (2) to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register. A certificate as to the amount of such Tax, liability or expense shall be conclusive absent manifest error. Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating duplication of the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), the Borrower each Loan Party shall, and does hereby, indemnify the Administrative each Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 30 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) paid by the Administrative such Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of any counsel for such Agent, such Lender or such L/C Issuer) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Each Agent, each Lender and each L/C Issuer agrees to give written notice to the Administrative Borrower and Ultimate Parent of the assertion of any claim against such Agent, such Lender and or such L/C Issuer, as the case may be, shall have provided relating to such Indemnified Taxes no later than 180 days after the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment principal officer of such amounts party responsible for administering this Agreement obtains knowledge thereof. Each Loan Party shall also, and setting forth does hereby, indemnify each Agent, and shall make payment in reasonable detail the calculations of such amounts. The Administrative Agent and each respect thereof within 10 days after demand therefor, for any amount which a Lender and or an L/C Issuer shall notify the Borrower of for any events that would entitle reason fails to pay indefeasibly to such Person to any amounts under this subsection (cAgent as required by Section 3.01(c)(ii) after such Agent has exercised such remedies provided in Section 3.01(c)(ii) as soon as reasonably practicablesuch Agent in its good faith discretion determines to be appropriate. A certificate as to the any amount of any such payment or liability due pursuant to this Section 3.01(c)(i) delivered to the Borrower and Ultimate Parent by a Lender or an a L/C Issuer (with a copy to the Administrative Agent), or by the Administrative any 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 (aSection 3.01(a) or (b) above3.01(b), and except as provided below, each Lender and each L/C Issuer shall, and does hereby, indemnify the Borrower Loan Parties and the Administrative each Agent, and shall make payment in respect thereof within 10 20 days after demand therefor, against any and all (A) Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender or such L/C Issuer incurred by or asserted against the Loan Parties or any Agent by any Governmental Authority in connection with any Loan Document and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower Loan Parties or such Agent) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the Administrative relevant Governmental Authority, and (B) without duplication of clause (A), Taxes and any and all related penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties or any Agent) incurred by or asserted against the Borrower Loan Parties or the Administrative such 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 Borrower, Ultimate Parent or the Administrative any Agent pursuant to subsection (eSection 3.01(e). In no event, however, shall any Lender or L/C Issuer indemnify the Loan Parties for any Taxes other than Excluded Taxes. Each Lender and each L/C Issuer hereby authorizes the Administrative each Agent (on its own behalf or on behalf of such Lender or such L/C Issuer) to set off and apply any and all amounts (including interest and fees) 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 any Agent under this clause (iiSection 3.01(c)(ii). The agreements in this clause (iiSection 3.01(c)(ii) shall survive the resignation and/or replacement of the Administrative any Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the : (A) Each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable out of pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . (B) Each Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 30 days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection subsection. (cC) as soon as reasonably practicable. A certificate prepared in good faith as to the amount of any such payment or liability delivered to the Company on behalf of the relevant Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the each Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 30 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 any Borrower or the Administrative Agent) incurred by or asserted against the any Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify (to the extent a loss, liability or cost is not compensated for by an increased payment under Section 3.01(a) or Section 2.07(d)) the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the a Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and each does hereby, indemnify the each 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 such Borrower or the Administrative Agent) incurred by or asserted against the such Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection clause (a) or (b) above, the Borrower each Loan Party shall, and does hereby, indemnify severally (in the Administrative Agentcase of each Designated Borrower) and jointly and severally, in the case of the Domestic Loan Parties, indemnify, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 30 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) required to be withheld or deducted from a payment to such Recipient or payable or paid by the Administrative Agent, such Lender or such L/C IssuerRecipient, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, or with respect to amounts payable under clause (a) above, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower a Loan Party by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection clause (a) or (b) above, each if any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any Tax or other amount from payments to or for the account of any Lender and each or L/C Issuer Issuer, such Lender or L/C Issuer, as the case may be, shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest liabilities 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)Authority. 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable any payment by or on account of any obligation of any Loan Party under this Section) any Loan Document or Other Taxes paid on behalf of Borrower by the Administrative Agent, such a Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify 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) 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Each Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the a Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error.; provided that such certificate contains a reasonably detailed statement of the amounts then payable and the calculations thereof. ​ ​ ​ (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the on a several basis each Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 fifteen (15) 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 such Borrower or the Administrative Agent) incurred by or asserted against the such Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, subject to Section 3.10(f) the Borrower Borrowers shall, and does do hereby, indemnify the Administrative Agent, each Lender and each L/C IssuerLenders, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrowers or the Agent or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto. The Borrowers shall also, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by and do hereby, indemnify the relevant Governmental Authority; provided that the Administrative Agent, such and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender and such L/C Issuer, as the case may be, shall have provided for any reason fails to pay indefeasibly to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment Agent as required by clause (ii) of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, 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 Borrower Borrowers 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) incurred by or asserted against the Borrower Borrowers or the Administrative Agent by any Governmental Authority Body as a result of the failure by such Lender or such L/C IssuerLender, 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 IssuerParticipant, as the case may be, to the Borrower Borrowers 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 IssuerLender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other ObligationsObligations and termination of this Agreement.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of, or duplication of the obligations set forth in, subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify 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) 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments Revolving Credit Facility and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment payable in respect thereof within 10 thirty 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 the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency inaccuracy of, any documentation required to be delivered by such Lender or such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or duplicating (b) above but without duplication of any payment pursuant to the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided Authority provided, that if the Administrative Agentapplicable Borrower reasonably believes that such Taxes were not correctly or legally asserted, such the Lender and such or the L/C Issuer, as the case may be, shall have provided will use reasonable efforts to the cooperate with such Borrower to obtain a certificate, reasonably satisfactory to the Borrower, evidencing the payment refund of such amounts Taxes so long as such efforts would not, in the reasonable determination of the Lender or the L/C Issuer, as the case may be, result in any additional costs, expenses or risks or otherwise be monetarily disadvantageous to it. Each Borrower shall also, and setting forth does hereby, indemnify the Administrative Agent, and shall make payment in reasonable detail respect thereof within 20 days after demand therefor, for any amount which a Lender or the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the a Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. Without limiting the provisions of this clause (i), no Borrower shall be required to make payments to the Administrative Agent, any Lender or the L/C Issuer pursuant to the foregoing provisions of this subsection with respect any Indemnified Taxes or Other Taxes so withheld or deducted more than nine months prior to the date such Borrower receives notice thereof from the Administrative Agent, any Lender or the L/C Issuer, as applicable. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the each Borrower and the Administrative Agent, and shall make payment payable in respect thereof within 10 ten days after demand therefortherefore, 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 any Borrower or the Administrative Agent) incurred by or asserted against the any Borrower or the Administrative Agent by any Governmental Authority as a direct result of the failure by such Lender or such the L/C Issuer, as the case may be, to deliver, or as a direct result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such the L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within thirty (30) days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 thirty (30) 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 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 such the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower and each other Loan Party shall, and does do hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower, any other Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower Borrower, each other Loan Party and the Administrative Agent, and shall make payment in respect thereof within 10 20 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 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 such the L/C Issuer, as the case may be, to the Borrower Borrower, any other Loan Party or the Administrative Agent pursuant to subsection (e). Each Lender and each the L/C Issuer hereby authorizes the Borrower and the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 or the Borrower 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 the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower Loan Parties shall, and does do hereby, jointly indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 30 10 days after written demand therefor, for the full amount of any Indemnified Taxes or and Other Taxes (including Indemnified Taxes or and Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower, any other Loan Party or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Loan Parties reasonably believe that such Taxes were not correctly or legally asserted, the Administrative Agent, such Revolving Credit Lender and or such L/C Issuer, as applicable, will use reasonable efforts to cooperate with the case may be, shall have provided Loan Parties to the Borrower obtain a certificate, reasonably satisfactory to the Borrower, evidencing the payment refund of such amounts and setting forth Taxes so long as such efforts would not, in reasonable detail the calculations sole good faith determination of the Administrative Agent, such amounts. The Revolving Credit Lender or such L/C Issuer, as applicable, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided further that the Loan Parties shall not be required to compensate the Administrative Agent and each Agent, any Revolving Credit Lender and or any L/C Issuer shall notify the Borrower of pursuant to this Section 3.01(c) for any events interest and penalties that would entitle not have arisen but for the failure of the Administrative Agent, such Person Revolving Credit Lender or such L/C Issuer, as applicable, to any amounts under this subsection (c) as soon as reasonably practicablefurnish written notice of the applicable claim for Indemnified Taxes or Other Taxes within 180 days after the date the Administrative Agent, such Revolving Credit Lender or such L/C Issuer first receives written notice thereof. A certificate as to the amount of any such payment or liability delivered to the Borrower or any other Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a), (b) or (bc)(i) above, each Revolving Credit Lender and each L/C Issuer shall, and does hereby, indemnify 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) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Revolving Credit 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 Revolving Credit Lender or such L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e)this Section 3.01. Each Revolving Credit 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 Revolving Credit 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 Revolving Credit Lender or an L/C Issuer, the termination of the Aggregate Revolving Credit Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, Recipient and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, applicable Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and or an L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer Recipient (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 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) 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the each Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Each Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender and such L/C Issuer, as or the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the a Borrower by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error; provided that such certificate contains a reasonably detailed statement of the amounts then payable and the calculations thereof. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the on a several basis each Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 fifteen (15) 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 such Borrower or the Administrative Agent) incurred by or asserted against the such Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the such Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower Co-Borrowers shall, and does do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Co-Borrowers or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of the Co-Borrowers hereunder or otherwise with respect to any Loan Document, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower Co-Borrowers by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower Co-Borrowers 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 Co-Borrowers or the Administrative Agent) incurred by or asserted against the Borrower Co-Borrowers or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the Borrower Co-Borrowers or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . The Borrower shall also, and does hereby, indemnify the Administrative Agent, such and shall make payment in respect thereof within 30 days after demand therefor, for any amount (other than amounts in respect of Excluded Taxes) which a Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and or an L/C Issuer shall notify for any reason fails to pay indefeasibly to the Borrower Administrative Agent as required by clause (ii) of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a 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 Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 30 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection clause (a) or (b) above, the Borrower Borrowers shall, and does do hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof within 30 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided provided, however, that the Borrowers shall not be obligated to make payment to the Administrative Agent, such any Lender and such or the L/C Issuer, as the case may be, shall have provided pursuant to this Section 3.01 in respect of penalties, interest and other similar liabilities attributable to any Indemnified Taxes or Other Taxes if (A) written demand therefor has not been made by the Borrower a certificateAdministrative Agent, reasonably satisfactory to such Lender or the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer within one hundred eighty (180) days after the date on which the Administrative Agent, such Lender or the L/C Issuer received written notice of the imposition of Indemnified Taxes or Other Taxes by the relevant Governmental Authority, but only to the extent such penalties, interest and other similar liabilities are attributable to such failure or delay by the Administrative Agent, such Lender or the L/C Issuer in making such written demand, or (B) such penalties, interest and other similar liabilities are attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or the L/C Issuer or its Affiliates. The Borrowers shall notify also, and do hereby, jointly and severally, indemnify the Borrower Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer (that is not the Administrative Agent or an Affiliate of the Administrative Agent) for any events that would entitle such Person reason fails to any amounts under pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection (c) as soon as reasonably practicablesubsection. A certificate as to the amount of any such payment or liability delivered to the Borrower Borrowers by a Lender or an 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 an the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each the L/C Issuer shall, and does hereby, indemnify the Borrower Borrowers and the Administrative Agent, and shall make payment in respect thereof within 10 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 Borrower Borrowers or the Administrative Agent) incurred by or asserted against the Borrower Borrowers or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or such 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 such the L/C Issuer, as the case may be, to the Borrower Borrowers or the Administrative Agent pursuant to subsection (e). Each Lender and each 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 such 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 an the L/C Issuer, the termination of the Aggregate Commitments and other Loans advanced hereunder from time to time and the repayment, satisfaction or discharge of all other Obligations.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above, the Borrower each Loan Party shall, and does hereby, indemnify severally (in the Administrative Agentcase of each Designated Borrower) and jointly and severally, in the case of the Domestic Loan Parties), indemnify, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 30 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) required to be withheld or deducted from a payment to such Recipient payable or paid by the Administrative Agent, such Lender or such L/C IssuerRecipient, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, or with respect to amounts payable under subsection (a) above, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Administrative Agent, such Lender and such L/C Issuer, as the case may be, shall have provided to the Borrower a certificate, reasonably satisfactory to the Borrower, evidencing the payment of such amounts and setting forth in reasonable detail the calculations of such amounts. The Administrative Agent and each Lender and L/C Issuer shall notify the Borrower of any events that would entitle such Person to any amounts under this subsection (c) as soon as reasonably practicable. A certificate as to the amount of any such payment or liability delivered to the Borrower a Loan Party by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each if any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any Tax or other amount from payments to or for the account of any Lender and each or L/C Issuer Issuer, such Lender or L/C Issuer, as the case may be, shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest liabilities 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)Authority. 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 Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.