Common use of Tax Indemnifications Clause in Contracts

Tax Indemnifications. (i) The Borrower shall indemnify each Recipient, and shall make payment in respect thereof within 20 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.11) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.11(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to . To the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required makes an indemnity payment to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”) on account of any obligation of any Lender under clauses (y) and (z) of Section 3.11(c)(ii) below, the Administrative Agent shall take all steps reasonably requested (subject to any internal policy limitations and applicable law and to the extent any such action is not adverse to the interests of the Administrative Agent (as determined by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right , in its reasonable discretion)) use reasonable efforts to exercise its set-off rights described in the last sentence of Section 3.11(c)(ii) below to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender (to the extent that (A) such Lender has not already reimbursed the Administrative Agent for such amounts and (B) the Administrative Agent shall have received payment in full of all amounts required under Section 3.11(c)(ii) below with respect to such Lender) and shall pay the amount so collected (and/or received from the applicable Lender. Prior ) to seeking indemnity from the Borrower under the immediately preceding sentence, net of any reasonable expenses incurred by the Administrative Agent shall make demand upon the applicable Lender for in its efforts to collect (through set-off or otherwise) such amounts owed from such Lender. Each Lender authorizes the Administrative Agent to effect such set-off and shall use commercially reasonable efforts to exercise any then available set off rights against make such Lender payment to satisfy such amounts owedthe Borrower.

Tax Indemnifications. (i) The Borrower shall and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall 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 any L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrower pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence Lender or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is an L/C Issuer was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(d)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender or such L/C Issuer (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) for that same indemnity that was previously paid in full by the Borrower, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrower the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) from such Lender or such L/C Issuer (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect from the applicable Lender. Prior to seeking indemnity extent the Administrative Agent receives a payment from the Borrower under pursuant to the immediately preceding sentence, sentence for an amount that a Lender or an L/C Issuer was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(d)(ii), such Lender or such L/C Issuer, as applicable, shall be liable to satisfy the Borrower for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided, net of however, that no Loan Party shall have any amounts the Administrative Agent has received as a set off against obligation to indemnify any party hereunder for Indemnified Taxes, Other Taxes or any other liability that arises from such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the party’s own gross negligence or willful misconduct of misconduct. To the Administrative Agent; and provided further that, if the Borrower is required extent that a Loan Party pays an amount to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”), then upon request of the Company, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of clause (c)(ii) below (on behalf of itself or the Loan Parties) to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender or L/C Issuer and shall pay the amount so collected to the Company net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect (through set-off or otherwise) from such Lender or L/C Issuer with respect to satisfy such amounts owedclause (c)(ii), below.

Tax Indemnifications. (i) The Borrower Loan Parties shall on a joint and several basis, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, provided that the Borrower Loan Parties shall not be required to indemnify a compensate any Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless for any interest, additions to tax or penalties that accrue on and after the date that is 180 days after the date such Recipient notifies first receives written notice from the applicable taxing authority of the specific tax assessment relating to the applicable Indemnified Taxes to the extent that the notification described in the next sentence is not provided within such time period. Any Recipient claiming indemnity pursuant to this Section 3.01(c)(i) shall notify the Borrower of the indemnification claim for such imposition of the relevant Indemnified Taxes no later than nine months as soon as practicable after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment becomes aware of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesimposition. A certificate as to the amount of such payment or liability (that provides together with a summary calculation of such Indemnified Taxreasonable explanation thereof) delivered to the Borrower by a Lender the Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest demonstrable error. The Borrower Each of the Loan Parties shall jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided that, net promptly following the written request of a Loan Party after the making of any amounts such payment to the Administrative Agent, the Administrative Agent has received as a set off against shall assign to such Lender Loan Party the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below; provided that below against such indemnity shall not be available Lender with respect to the extent that amount paid by such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise Loan Party (other than any then available set off setoff rights against such Lender to satisfy such amounts owedLender).

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, the Borrowers shall, and do hereby, indemnify the Administrative Agent, each RecipientLender and the L/C-BA Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable withheld or deducted by the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/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. The Borrowers shall also, howeverand do hereby, that indemnify the Borrower Administrative Agent, and shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months make payment in respect thereof within 30 days after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon therefor, for any amount which a Lender or the Recipient L/C-BA Issuer for payment any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesthis subsection. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Borrowers by a Lender or the L/C-BA Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C-BA Issuer, shall be conclusive absent manifest error. The ; provided, however, that no Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, be required to provide indemnification under this paragraph for any amount which a Lender for any reason fails to pay payment or liability incurred more than six months prior to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided date that such indemnity shall not be available to the extent that such payment certificate is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts oweddelivered.

Tax Indemnifications. (i) The Company and each other Borrower shall shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Company and each other Borrower shall shall, and does hereby, jointly and severally 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided, net of any amounts that the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity Company and each other Borrower shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated for any amount attributable to the Administrative Agent’s right to collect from gross negligence. Upon receipt of such indemnity payment and upon the applicable Lender. Prior to seeking indemnity from request of the Borrower under the immediately preceding sentenceCompany, the Administrative Agent shall make demand upon hereby agrees to assign to the applicable Borrower any rights for compensation against such defaulting Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available or L/C Issuer (other than the right of set off rights against such Lender pursuant to satisfy such amounts owedthe last sentence of Section 3.01(c)(ii) below) with respect to the amount it has been indemnified by the Company or other Borrower.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided, net of however, that no Loan Party shall have any amounts the Administrative Agent has received as a set off against obligation to indemnify any party hereunder for Indemnified Taxes, Other Taxes or any other liability that arises from such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the party’s own gross negligence or willful misconduct of misconduct. To the Administrative Agent; and provided further that, if the Borrower is required extent that a Loan Party pays an amount to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”), then upon request of the Borrower, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of clause (c)(ii) below (on behalf of itself or the Loan Parties) to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender or L/C Issuer and shall pay the amount so collected to the Borrower net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect (through set-off or otherwise) from such Lender or L/C Issuer with respect to satisfy such amounts owedclause (c)(ii), below.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such RecipientLender, 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, however, that the . The Borrower shall not be required to 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 Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower Lender (other than a Lender that is an affiliate of the indemnification claim Administrative Agent) for such Indemnified Taxes no later than nine months after any reason fails to pay indefeasibly to the earlier Administrative Agent as required by clause (ii) of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesthis subsection. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative AgentHowever, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to neither the Administrative Agent as required pursuant nor any Lender shall be entitled to Section 3.01(c)(ii) below, net of receive any amounts 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 has received as a set off against or such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available gives notice and demand thereof to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedBorrower.

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 30 days after demand therefortherefor accompanied by the certificate described below in this clause (c)(i), for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided. A certificate, however, that showing the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower calculation of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesamount owed in reasonable detail, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting or expanding any obligation of the Borrower to this sentencedo so), (y) the Administrative Agent shall take all steps reasonably requested and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in order to ensure that 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 Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.relevant

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)§5.2) payable or paid by such Recipient (whether directly or pursuant to §5.2(c)(ii)) or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender Bank or a Fronting Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderBank or a Fronting Bank, shall be conclusive absent manifest error. The Borrower shall 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 Bank or a Fronting Bank for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii§5.2(c)(ii). If any amounts paid by the Borrower pursuant to this §5.2(c) belowshall be recovered and received from a Governmental Authority by the applicable Recipient, the same shall be paid to the Borrower net of all out-of-pocket expenses incurred by such Recipient and without interest (other than any amounts interest paid by the Administrative Agent relevant Governmental Authority with respect to such amounts). If the Borrower determines in its good faith judgment that a reasonable basis exists for contesting any Indemnified Taxes, the applicable Recipient shall reasonably cooperate with the Borrower in challenging such Indemnified Taxes, and such Recipient shall assign its right to any claim for a refund of such Indemnified Taxes to the Borrower so long as it has received as a set off against determined in its discretion that such Lender pursuant assignment would not be adverse to Section 3.01(c)(ii) belowit; provided that such indemnity Recipient shall not be required to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence Borrower or willful misconduct of the Administrative Agentany other Person; and provided further that, if that nothing in this sentence shall require the Borrower is required Agent or such Recipient not to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated withhold and pay over to the Administrative Agent’s right applicable Governmental Authority any Taxes subject to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedchallenge.

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i3.01(c) for any Indemnified Taxes unless such Recipient notifies makes written demand on the Borrower of the for indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (xi) the date on which the relevant Governmental Authority makes written demand upon the such Recipient for payment of such Indemnified Taxes, and (yii) the date on which such Recipient has made payment of such Indemnified TaxesTaxes (except that, if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. iv) Without limiting the provisions of subsection (ia) The or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that . If the Borrower determines in its good faith judgment that a reasonable basis exists for contesting an Indemnified Tax, the Administrative Agent and each Lender shall not reasonably cooperate, at no cost or expense to Administrative Agent or Lender, with the Borrower in challenging such Indemnified Tax; provided that neither the Administrative Agent nor any Lender shall be required to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for any amount which a Recipient Lender or the L/C Issuer for Indemnified Taxes any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that, such Lender or the L/C Issuer, as the case may be, shall indemnify the Borrower to the extent of any payment the Borrower makes to the Administrative Agent pursuant to this sentence. Any claim against the Borrower pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower must be made within 180 days of the indemnification claim for such Indemnified Taxes no later than nine months after payment by the earlier of (x) Administrative Agent or the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on Lender to which such Recipient has made payment claim relates and must provide reasonable detail regarding the amount of such Indemnified Taxesthe claim and the reason thereof. A reasonably detailed certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, jointly indemnify the Administrative Agent, each RecipientLender and each L/C Issuer, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable withheld or deducted by the Borrower, any other Loan Party or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such RecipientL/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; providedprovided that if the Loan Parties reasonably believe that such Taxes were not correctly or legally asserted, howeverthe Administrative Agent, such Lender or such L/C Issuer, as applicable, will use reasonable efforts to cooperate with the Loan Parties to obtain a refund of such Taxes so long as such efforts would not, in the sole good faith determination of the Administrative Agent, such 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 Borrower Loan Parties shall not be required to indemnify a Recipient for Indemnified Taxes compensate the Administrative Agent, any Lender or any L/C Issuer pursuant to this Section 3.01(c)(i3.01(c) unless such Recipient notifies for any interest and penalties that would not have arisen but for the Borrower failure of the indemnification Administrative Agent, such Lender or such L/C Issuer, as applicable, to furnish written notice of the applicable claim for such Indemnified Taxes no later than nine months or Other Taxes within 180 days after the earlier of (x) date the date on which the relevant Governmental Authority makes Administrative Agent, such Lender or such L/C Issuer first receives written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesnotice thereof. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrower pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is Lender was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(d)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) for that same indemnity that was previously paid in full by the Borrower, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrower the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) from such Lender (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect from the applicable Lender. Prior to seeking indemnity extent the Administrative Agent receives a payment from the Borrower under pursuant to the immediately preceding sentence, sentence for an amount that a Lender was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(d)(ii), such Lender shall be liable to satisfy the Borrower for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 10 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 3.01(c)(i)3.01) payable withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (but only to the extent such Taxes and penalties were not caused by the gross negligence or willful misconduct of the applicable Person seeking indemnification hereunder), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; providedprovided that (i) such indemnity shall not, howeveras to the Xxxxxxxxxxxxxx Xxxxx, xx available to the extent that such amount resulted from the gross negligence or willful misconduct of the Administrative Agent and (ii) the Borrower shall not be required retain all claims and other rights against the applicable Lender or L/C Issuer in connection with a failure to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless make any such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxespayment. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, together with any documentation reasonably requested by the Borrower, shall be conclusive absent manifest error. The Notwithstanding the foregoing, the Borrower shall not be required to indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, such Lender or the L/C Issuer pursuant to the foregoing provision for any amount Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) for which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has written notice was received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if such Lender or the Borrower is required L/C Issuer from the appropriate Governmental Authority more than six months prior to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure date that the Borrower is subrogated to the Administrative Agent’s right to collect from , such Lender or the applicable Lender. Prior to seeking indemnity from L/C Issuer, as the case may be, notifies the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for of such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedIndemnified Taxes or Other Taxes.

Tax Indemnifications. Without duplication of any obligation under Section 5.4(a) or (ib) The above, the Borrower shall indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within 20 fifteen (15) 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 3.01(c)(i)5.4) paid or payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any 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, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of any such payment or liability (that provides along with a summary written statement setting forth in reasonable detail the basis and calculation of such Indemnified Taxamounts) delivered to the Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The If the Borrower shall indemnify the Administrative Agentreasonably believes that any such Indemnified Taxes or Other Taxes were not correctly or legally asserted, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent and/or each affected Lender will use reasonable efforts to cooperate with the Borrower in pursuing a refund of such Indemnified Taxes or Other Taxes so long as required pursuant to Section 3.01(c)(ii) belowsuch efforts would not, net in the sole determination exercised in good faith of any amounts the Administrative Agent has received as a set off against such Lender pursuant or affected Lender, result in any additional costs, expenses or risks or be otherwise disadvantageous to it. Notwithstanding anything to the contrary contained in this Section 3.01(c)(ii) below; provided that such indemnity 5.4(c), the Borrower shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent or any Lender pursuant to this sentence, Section 5.4(c) for any incremental amount resulting from the failure of the Administrative Agent shall take all steps reasonably requested by or such Lender, as applicable, to notify the Borrower in order to ensure that the Borrower is subrogated to of such possible indemnification claim within 120 days after the Administrative Agent’s right to collect Agent or such Lender, as applicable, receives written notice from the applicable LenderGovernmental Authority of the specific tax assessment giving rise to such indemnification claim. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.162

Tax Indemnifications. (iii) The Borrower shall Borrowers shall, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Borrowers 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Borrowers shall, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrowers pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to a Lender or the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is L/C Issuer was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(d)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender or the L/C Issuer (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) for that same indemnity that was previously paid in full by the Borrowers, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrowers the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) from such Lender or the L/C Issuer (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated Borrowers to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect the extent the Administrative Agent receives a payment from the applicable Lender. Prior Borrowers pursuant to seeking indemnity from the Borrower under the immediately preceding sentence, sentence for an amount that a Lender or the L/C Issuer was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(d)(ii), such Lender or the L/C Issuer, as applicable, shall be liable to satisfy the Borrowers for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Without limiting the provisions of, and without duplication for amounts paid under, Section 2.17(a) and 2.17(b), the Borrower shall shall, and does hereby, indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within 20 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 3.01(c)(i)2.17) payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of any such payment or liability (that provides along with a summary written statement setting forth in reasonable detail the basis and calculation of such Indemnified Taxamounts) delivered to the Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The , provided that the Borrower shall not be required to indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which Agent or a Lender for any reason fails to pay to incremental interest or penalties incurred as a result of the Administrative Agent as required pursuant or such Lender’s failure to Section 3.01(c)(ii) below, net of any amounts notify the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct Borrower of the Administrative Agent; and provided further that, if indemnification claim within 180 day after the Lender actually receives a notification from taxing authority of a Tax claim giving rise to such indemnification claim. If the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentencereasonably believes that any such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent shall take all steps reasonably requested by and/or each affected Lender will use reasonable efforts to cooperate with the Borrower in order to ensure that pursuing a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, determination of the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts or Lender, result in any unreimbursed costs, expenses or be otherwise materially disadvantageous to exercise any then available set off rights against such Lender to satisfy such amounts owedit.

Tax Indemnifications. (i) The Borrower shall Without duplication of amounts paid in Section 3.01(a), each of the Loan Parties shall, and does hereby, severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower Loan Parties shall not be required obligated to indemnify a make payment to any Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i3.01(c) unless such Recipient notifies the Borrower in respect of the indemnification claim for such penalties, interest and other liabilities attributable to any Indemnified Taxes no later than nine months after the earlier of if (x) the date on which the relevant Governmental Authority makes written demand upon the therefor has not been made by such Recipient for payment of such Indemnified Taxes, and (y) within 60 days from the date on which such Recipient has made payment received written notice of the imposition of Indemnified 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 Recipient in making such written demand, (y) such penalties, interest and other liabilities have accrued after the relevant Loan Party had indemnified or paid an additional amount due as of the date of such Indemnified Taxespayment pursuant to this Section 3.01 or (z) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of any of the Recipients or their Affiliates. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower If the Administrative Agent or any Lender receives a written notice of Tax assessment from any Governmental Authority regarding any Tax in respect of which indemnification may be required pursuant to this Section 3.01(c), the Administrative Agent or such Lender shall notify the Company within 120 days following the receipt of such notice that such notice has been received; provided that the failure of the Administrative Agent or the Lender to provide such notice shall not relieve the Loan Parties of the obligation to make any indemnification payment under this Agreement, unless the delay is more than two years from the date of receipt of such notice, in which case the Company shall have no obligation to make any indemnification payment under this Agreement. Each of the Loan Parties shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall shall, and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct that, upon request of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentenceBorrower, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of clause (c)(ii) below to collect the applicable amount paid by Borrower pursuant to the preceding sentence from the applicable Lender and shall pay the amount so collected to the Borrower net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect from such Lender to satisfy such amounts owedunder clause (c)(ii) below.

Tax Indemnifications. (i) The Borrower Loan Parties shall jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A reasonably detailed certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower (ii) Each Lender and the L/C Issuer shall severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for (x) any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A reasonably detailed certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender or the L/C Issuer from any other source against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided. (ii) Each Lender shall, howeverand does hereby, that severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Borrower shall not be required to indemnify a Recipient for Administrative Agent against any Indemnified Taxes pursuant attributable to this Section 3.01(c)(i) unless such Recipient notifies Lender (but only to the Borrower of extent that any Loan Party has not already indemnified the indemnification claim Administrative Agent for such Indemnified Taxes no later than nine months after and without limiting the earlier obligation of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified TaxesLoan Parties to do so), and (y) the date on which Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Recipient has made payment Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Indemnified TaxesLender, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a any Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The Borrower agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Without duplication of amounts paid in Section 3.01(a), the Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, provided that the Borrower shall not be required obligated to indemnify a make payment to any Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i3.01(c) unless such Recipient notifies the Borrower in respect of the indemnification claim for such penalties, interest and other liabilities attributable to any Indemnified Taxes no later than nine months after the earlier of if (x) the date on which the relevant Governmental Authority makes written demand upon the therefor has not been made by such Recipient for payment of such Indemnified Taxes, and (y) within 60 days from the date on which such Recipient has made payment received written notice of the imposition of Indemnified 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 Recipient in making such written demand, (y) such penalties, interest and other liabilities have accrued after the Borrower had indemnified or paid an additional amount due as of the date of such Indemnified Taxespayment pursuant to this Section 3.01 or (z) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of any of the Recipients or their Affiliates. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. If the Administrative Agent or any Lender receives a written notice of Tax assessment from any Governmental Authority regarding any Tax in respect of which indemnification may be required pursuant to this Section 3.01(c), the Administrative Agent or such Lender shall notify the Borrower within 120 days following the receipt of such notice that such notice has been received; provided that the failure of the Administrative Agent or the Lender to provide such notice shall not relieve the Borrower of the obligation to make any indemnification payment under this Agreement, unless the delay is more than two years from the date of receipt of such notice, in which case the Borrower shall have no obligation to make any indemnification payment under this Agreement. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Without duplication of any amounts in respect of which an additional payment was made pursuant to Section 3.01(a), the Administrative Borrower shall (or shall cause the applicable Loan Party to), indemnify each Recipient, and shall (or shall cause the applicable Loan Party to) make payment in respect thereof within 20 days 10 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 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, thereto (except that the Borrower no Loan Party shall not be required to indemnify or pay any amounts to a specific Recipient for Indemnified Taxes pursuant to under this Section 3.01(c)(i3.01(c) unless in connection with any withholding or deduction of (I) any amounts in respect of Irish Withholding Tax to the extent such Irish Withholding Tax would not have been imposed or required to be deducted, withheld or paid if the such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the were an Irish Qualifying Lender, but on that date on which the relevant Governmental Authority makes written demand upon the Recipient for payment is not or has ceased to be an Irish Qualifying Lender other than as a result of such Indemnified Taxes, and (y) any Change in Law after the date on which such Recipient has made payment became party to this Agreement or (II) any amounts in respect of Taxes (other than Taxes imposed under the Code, but including, without limitation, any Irish Withholding Tax) to the extent such Tax would not have been imposed or required to be deducted, withheld or paid had the Recipient complied with its obligations under Section 3.01(e)); provided that if the Administrative Borrower reasonably believes that such Taxes were not correctly or legally asserted, each Recipient will use reasonable efforts to cooperate with the Administrative Borrower to obtain a refund of such Indemnified TaxesTaxes so long as such efforts would not, in the sole good faith determination of such Recipient, (A) result in any unreimbursed additional costs, expenses or risks, (B) require such Recipient to disclose any confidential information, (C) require such Recipient to take any action that is inconsistent with its policies and procedures, or (D) be otherwise disadvantageous to it; provided further that no Loan Party shall be required to compensate or make any payment to any Recipient pursuant to this Section 3.01 for any amounts incurred in any fiscal year for which such Recipient is claiming compensation if such Recipient does not furnish notice of such claim within six (6) months from the end of such fiscal year; provided further that if the circumstances giving rise to such claim have a retroactive effect, then the beginning of such six (6) month period shall be extended to include such period of retroactive effect. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Administrative Borrower by a Lender or any L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or any L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. Without limiting the provisions of subsection (a) or (b) above, (i) The in respect of any Borrowing by the Borrowers, the U.S. Borrower shall, and does hereby, (ii) in respect of any Borrowing by the German Borrower, the German Borrower shall, and does hereby and (iii) in respect of any Borrowing by the UK Borrower, the UK Borrower shall and does hereby, indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within 20 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 3.01(c)(i5.4, but excluding any amounts to the extent recoverable by a Protected Party pursuant to Section 14.3(a) (or that would have been so recoverable but was not so recoverable solely because of one of the exclusions in Section 14.3(b)) payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of any such payment or liability (that provides along with a summary written statement setting forth in reasonable detail the basis and calculation of such Indemnified Taxamounts) delivered to the applicable Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The If the applicable Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for reasonably believes that any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall Indemnified Taxes or Other Taxes were not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence correctly or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentencelegally asserted, the Administrative Agent shall take all steps reasonably requested by the and/or each affected Lender will use reasonable efforts to cooperate with such Borrower in order to ensure that pursuing a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, sole determination of the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts or affected Lender, result in any additional costs, expenses or risks or be otherwise disadvantageous to exercise any then available set off rights against such Lender to satisfy such amounts owedit.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; providedprovided that, howeverfor the avoidance of doubt, that the Borrower no indemnification payment shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to due under this Section 3.01(c)(i) unless to the extent such Recipient notifies the Borrower payment is duplicative of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier any payment made by a Loan Party under any other provision of this Agreement (xincluding Section 3.01(a) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (yor Section 3.01(b)) the date on which such Recipient has made payment of such Indemnified Taxesor under any other Loan Document. A certificate as to the amount of such payment or liability (that provides a summary setting forth in reasonable detail the basis and calculation of such Indemnified the applicable Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower Notwithstanding anything herein to the contrary, no Recipient shall indemnify be indemnified for any Indemnified Taxes under this Section 3.01(c) unless such Recipient shall make written demand on the Administrative AgentLoan Parties for such reimbursement no later than nine months after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Recipient for such Indemnified Taxes, and shall make (ii) the date on which such Recipient has made payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay of such Indemnified Taxes to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) belowrelevant Governmental Authority; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required Indemnified Taxes imposed or asserted giving rise to directly indemnify such claims are retroactive, then the Administrative Agent pursuant nine-month period referred to this sentence, above shall be extended to include the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedretroactive effect thereof.

Tax Indemnifications. (i) The Each Borrower shall shall, and does hereby, severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the any Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Each Borrower shall shall, and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the no Borrower is required to directly indemnify has already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of any Borrower to this sentencedo so), (y) the Administrative Agent and each Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and each Borrower, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or any Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all steps reasonably requested by the Borrower in order amounts at any time owing to ensure that the Borrower is subrogated such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Without limiting the provisions of clause (a) or (b) above and without duplication thereof, the Borrower shall shall, and does hereby, indemnify the Administrative Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 30 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 3.01(c)(i)Section) payable or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, provided that any such written demand shall set forth in reasonable detail the basis and calculation of the amounts for which an indemnity is sought. The Borrower shall not be also, and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 15 days after demand thereof, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) below. The applicable Lender shall indemnify the Borrower, and make payment in respect thereof, within 10 days after demand therefor, for any amount which Borrower is required to indemnify a Recipient for Indemnified Taxes pay to the Administrative Agent pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesimmediately preceding sentence. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify In the event that the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to or the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such L/C Issuer receives an Indemnification payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by clause (c) and the Borrower in order to ensure that the Borrower is subrogated makes a written request to the Administrative Agent’s right to collect from , a Lender or the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentenceL/C Issuer for its cooperation, the Administrative Agent Agent, relevant Lender or the L/C Issuer shall make demand upon cooperate with the applicable Borrower in challenging such Indemnified Taxes or Other Taxes, provided that (i) the Administrative Agent, Lender or the L/C Issuer reasonably determines in good faith that it will not suffer any adverse effect as a result thereof, (ii) all costs of such challenge are for the account of the Borrower, and (iii), the Borrower delivers to the Administrative Agent, Lender or the L/C Issuer an opinion of counsel reasonably satisfactory to the Administrative Agent, Lender or the L/C Issuer to the effect that there is substantial authority (within the meaning of Code section 6662(d)(2)(B)(i)) to prevail on such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedrefund claim.

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, the Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each RecipientLender and each L/C Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable withheld or deducted by any Borrower or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such RecipientL/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, however, provided that the Administrative Agent, such Lender or such L/C Issuer, as the case may be, provides the Lead Borrower shall not be required to indemnify with a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies written statement thereof setting forth in reasonable detail the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment basis and calculation of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesamounts. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Lead 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The If the Lead Borrower shall indemnify reasonably believes that such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and each Lender and L/C Issuer will use reasonable efforts to cooperate with the Lead Borrower for the Lead Borrower to file for and obtain a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the sole determination of the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant or such L/C Issuer, result in any additional costs, expenses or risks or be otherwise disadvantageous to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedit.

Tax Indemnifications. Without duplication of their obligations under Section 3.01(a) or (i) The Borrower shall b), each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 20 ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative AgentEach Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 ten days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that any Loan Party or any Subsidiary of a Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting 104 the obligation of the Loan Parties and their Subsidiaries to do so), (B) the Administrative Agent, the Loan Parties and the Subsidiaries of the Loan Parties, as applicable, against any Taxes attributable to such Lender's failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent, the Loan Parties, and the Subsidiaries of the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent, a Loan Party or a Subsidiary of a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent 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 which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedclause (ii).

Tax Indemnifications. (i5) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, provided that the Borrower shall not be required obligated to indemnify reimburse any such person for penalties and interest that resulted from the unreasonable delay of such person; and provided further that the Administrative Agent, each Lender and the L/C Issuer shall use reasonable efforts to obtain a Recipient refund of any Taxes for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies which it has been indemnified by the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on and as to which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesit reasonably determines to have been improperly withheld or deducted, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered shall pay to the Borrower by a Lender an amount equal to any refund received (with a copy but only to the Administrative Agent)extent of the indemnity payments made, or additional amounts paid, by the Administrative Agent on its own behalf Borrower under this Section with respect to Indemnified Taxes or on behalf of a Lender, shall be conclusive absent manifest errorOther Taxes giving rise to such refund). 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 Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant by clause (ii) of this subsection. A certificate as to Section 3.01(c)(ii) below, net the amount of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available payment or liability delivered to the extent that such payment is determined Borrower by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Lender or the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated L/C Issuer (with a copy to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedbe conclusive absent manifest error.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable withheld or deducted by the Borrower or the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required obligated to indemnify make payment to a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower 3.01 in respect of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such penalties, interest and other similar liabilities attributable to any Indemnified Taxes, and if (yi) written demand therefor has not been made by such Administrative Agent, such Lender or such L/C Issuer within 180 days from the date on which such Recipient has made payment Administrative Agent, such Lender or such L/C Issuer received written notice of such the imposition of Indemnified Taxes. A certificate as Taxes by the relevant taxing or Governmental Authority, but only to the amount of extent such payment penalties, interest and other similar liabilities are attributable to such failure or liability delay by the Recipient in making such written demand, or (that provides a summary calculation of ii) such Indemnified Tax) delivered penalties, interest and other similar liabilities are attributable to the Borrower by a Lender (with a copy to gross negligence or willful misconduct of the Administrative Agent), Recipient or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest errorAffiliates. 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 Lender or an L/C Issuer (that is not the Administrative Agent or an Affiliate of the Administrative Agent) for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant by clause (ii) of this subsection. A certificate as to Section 3.01(c)(ii) below, net the amount of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available payment or liability delivered to the extent that such payment is determined Borrower by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence Lender or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated such L/C Issuer (with a copy to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence), or by the Administrative Agent on its own behalf or on behalf of a Lender or such L/C Issuer, shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedbe conclusive absent manifest error.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrower pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to a Lender or the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is L/C Issuer was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(c)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender or the L/C Issuer (including by way of set off pursuant to the last sentence of Section 3.01(c)(ii)) for that same indemnity that was previously paid in full by the Borrower, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrower the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(c)(ii)) from such Lender or the L/C Issuer (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect from the applicable Lender. Prior to seeking indemnity extent the Administrative Agent receives a payment from the Borrower under pursuant to the immediately preceding sentence, sentence for an amount that a Lender or the L/C Issuer was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(c)(ii), such Lender or the L/C Issuer, as applicable, shall be liable to satisfy the Borrower for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the . The Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesalso, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (yii) the date on which such Recipient has made payment of such Indemnified Taxesthis subsection. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to however that, upon payment by the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Borrower, at the gross negligence or willful misconduct request of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentenceBorrower, the Administrative Agent and/or the applicable Lender(s), as the case may be, shall take all steps reasonably requested by the Borrower in order assign its right to ensure any claim for a refund of any Indemnified Taxes or Other Taxes that the Borrower is subrogated believes were incorrectly or illegally imposed or asserted and shall cooperate with the making of any such refund claim, including signing appropriate forms and documents (in each case to the Administrative Agent’s right extent in form and substance reasonably acceptable to collect such Person), and shall pay to Borrower any amounts recovered from the applicable Lender. Prior a Governmental Authority pursuant to seeking indemnity from the Borrower under the immediately preceding sentence, such claims and received by the Administrative Agent shall make demand upon the applicable Lender for and/or such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedLender.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, each Borrower shall shall, and does hereby, indemnify the Administrative Agent, each RecipientLender, each L/C Issuer and each Existing L/C Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)3.01) payable withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender, such L/C Issuer or required to be withheld or deducted from a payment to such RecipientExisting 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, however, that the . Each Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesalso, 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, an L/C Issuer or an Existing L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (yii) the date on which such Recipient has made payment of such Indemnified Taxesthis subsection. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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, an L/C Issuer or an Existing L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable withheld or deducted by a Withholding Agent or paid by such Recipient or required to be withheld or deducted from a payment to such the Recipient, and any reasonable out of pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the . The Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesalso, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or any L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (yii) the date on which such Recipient has made payment of such Indemnified Taxesthis subsection. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest errorerror (so long as such certificate is prepared in a commercially reasonable manner in accordance with applicable Laws). The Borrower No Loan Party shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, be required to compensate any Recipient pursuant to this Section 3.01 for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court Recipient does not furnish notice of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect such possible indemnification claim within 180 days after such Recipient receives notice from the applicable Lender. Prior Governmental Authority of the specific Tax assessment giving rise to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedindemnification claim.

Tax Indemnifications. (i) The Borrower shall Company shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)4.09) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Company shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(iiNinth Amendment 13 4.09(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify Company has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Company to this sentencedo so), (y) the Administrative Agent and the Company, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.10(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Company, 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 Administrative Agent or the Company in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all steps reasonably requested by amounts at any time owing to such Lender or the Borrower in order to ensure that L/C Issuer, as the Borrower is subrogated case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall Loan Parties shall, on a joint and several basis, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, provided that the Borrower Loan Parties shall not be required to indemnify a compensate any Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless for any interest, additions to tax or penalties that accrue on and after the date that is 180 days after the date such Recipient notifies first receives written notice from the applicable taxing authority of the specific tax assessment relating to the applicable Indemnified Taxes to the extent that the notification described in the next sentence is not provided within such time period. Any Recipient claiming indemnity pursuant to this Section 3.01(c)(i) shall notify the Borrower of the indemnification claim for such imposition of the relevant Indemnified Taxes no later than nine months as soon as practicable after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment becomes aware of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesimposition. A certificate as to the amount of such payment or liability (that provides together with a summary calculation of such Indemnified Taxreasonable explanation thereof) delivered to the Borrower by a Lender the Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest demonstrable error. The Borrower Each of the Loan Parties shall jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided that, net promptly following the written request of a Loan Party after the making of any amounts such payment to the Administrative Agent, the Administrative Agent has received as a set off against shall assign to such Lender Loan Party the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below; provided that below against such indemnity shall not be available Lender with respect to the extent that amount paid by such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise Loan Party (other than any then available set off setoff rights against such Lender to satisfy such amounts owedLender).

Tax Indemnifications. (i) The Borrower shall and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrower pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is Lender was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(d)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) for that same indemnity that was previously paid in full by the Borrower, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrower the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) from such Lender (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect from the applicable Lender. Prior to seeking indemnity extent the Administrative Agent receives a payment from the Borrower under pursuant to the immediately preceding sentence, sentence for an amount that a Lender was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(d)(ii), such Lender shall be liable to satisfy the Borrower for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Each Borrower shall shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Each Borrower shall shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to the Borrowers have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Borrowers to this sentencedo so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, 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 Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take all steps reasonably requested by be conclusive absent manifest error. Each Lender and the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, L/C Issuer hereby authorizes the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against and apply any and all amounts at any time owing to such Lender to satisfy such amounts owed.or the L/C Issuer, as the case may be, under this

Tax Indemnifications. (i) The Administrative Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 days 10 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 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (except that no Loan Party is required to indemnify a specific Lender (i.e. without prejudice to the rights of all other Lenders hereunder) under paragraph (c) in connection with the deduction of Swiss Withholding Tax, whether if (x) a Swiss Borrower has breached the Ten Non-Bank Rule as a direct consequence of that Lender not complying with its obligations under Section 11.06(b)(iii)(B) or not Section 11.06(d) or having acquired any rights pursuant to Section 11.06 against the Swiss Borrower as a result of such Indemnified breach, or (y) the payment could have been made to the relevant Lender without a tax deduction if it was a Qualifying Bank, but on that date that Lender has ceased to be a Qualifying Bank other than as a result of any Change of Law); provided that if the Administrative Borrower reasonably believes that such Taxes were not correctly or legally imposed asserted, each Recipient will use reasonable efforts to cooperate with the Administrative Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Recipient, (A) result in any unreimbursed additional costs, expenses or asserted by the relevant Governmental Authorityrisks, (B) require such Recipient to disclose any confidential information, (C) require such Recipient to take any action that is inconsistent with its policies and procedures, or (D) be otherwise disadvantageous to it; provided, however, provided further that the Administrative Borrower shall not be required to indemnify a compensate any Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim 3.01 for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient any amounts incurred in any fiscal year for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment is claiming compensation if such Recipient does not furnish notice of such Indemnified Taxesclaim within six (6) months from the end of such fiscal year; provided further that if the circumstances giving rise to such claim have a retroactive effect, then the beginning of such six (6) month period shall be extended to include such period of retroactive effect. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Administrative 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, jointly indemnify the Administrative Agent, each RecipientRevolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable withheld or deducted by the Borrower, any other Loan Party or the Administrative Agent or paid by the Administrative Agent, such Recipient Revolving Credit Lender or required to be withheld or deducted from a payment to such RecipientL/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; providedprovided that if the Loan Parties reasonably believe that such Taxes were not correctly or legally asserted, howeverthe Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as applicable, will use reasonable efforts to cooperate with the Loan Parties to obtain a refund of such Taxes so long as such efforts would not, in the sole good faith determination of the Administrative Agent, such 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 Borrower Loan Parties shall not be required to indemnify a Recipient for Indemnified Taxes compensate the Administrative Agent, any Revolving Credit Lender or any L/C Issuer pursuant to this Section 3.01(c)(i3.01(c) unless such Recipient notifies for any interest and penalties that would not have arisen but for the Borrower failure of the indemnification Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as applicable, to furnish written notice of the applicable claim for such Indemnified Taxes no later than nine months or Other Taxes within 180 days after the earlier of (x) date the date on which the relevant Governmental Authority makes Administrative Agent, such Revolving Credit Lender or such L/C Issuer first receives written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesnotice thereof. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderRevolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall Each of the Co-Borrowers shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Co-Borrowers 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Co-Borrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off setoff against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by if a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Co-Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the such Co-Borrower (as such Co-Borrower’s expense) in order to ensure that the such Co-Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Each Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 days 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (other than Indemnified Taxes and expenses payable by reason of the gross negligence or willful misconduct of the applicable Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Each Borrower shall 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 Business Days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to the Borrowers have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Borrowers to this sentencedo so), (y) the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.each 77 158477613_2174043865_5

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, net of any amounts and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Parties to this sentencedo so), (B) the Administrative Agent shall take all steps reasonably requested by and the Borrower in order Loan Parties, as applicable, against any Taxes attributable to ensure that such Xxxxxx’s failure to comply with the Borrower is subrogated provisions of Section 11.06(d) relating to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, maintenance of a Participant Register and (C) the Administrative Agent shall make demand upon and the applicable Lender for such amounts owed and shall use commercially reasonable efforts Loan Parties, as applicable, against any Excluded Taxes attributable to exercise any then available set off rights against such Lender to satisfy or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such amounts owedTaxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (other than any Indemnified Taxes, penalties, interest or expenses payable by reason of the gross negligence or willful misconduct of the applicable Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall (ii) Each Lender shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower Loan Parties shall jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A reasonably detailed certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower (ii) Each Lender and the L/C Issuer shall severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for (x) any amount which a Lender for any reason fails Indemnified Taxes attributable to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Parties to this sentencedo so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentenceconnection with any Loan Document, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially any reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.expenses arising therefrom or with respect thereto,

Tax Indemnifications. (i) The Without duplication of any indemnity in Section 3.01(a), the Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required obligated to indemnify a make payment to such Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i3.01 in respect of penalties, interest and other similar liabilities attributable to any Indemnified Taxes or Other Taxes if (A) unless written demand therefor has not been made by such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months within one hundred eighty (180) days after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment 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 such Recipient in making such written demand, or (B) such penalties, interest and other similar liabilities are attributable to the gross negligence or willful misconduct of such Indemnified TaxesRecipient or its Affiliates as determined by a court of competent jurisdiction by final and nonappealable judgment. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative AgentAgents), or by the Administrative either Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby indemnify the Administrative AgentAgents, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent Agents as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below); provided that the Agents shall first make written demand for such indemnity amount from such Lender and such Lender shall not be available indemnify the Borrower to the extent that of any such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower sentence with respect to Taxes described in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed clauses (y) and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed(z) of Section 3.01(c)(ii).

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify (ii) Each Lender and the Administrative AgentL/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Party to this sentencedo so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderbe conclusive absent manifest error. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Each Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.hereby authorizes the

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)2.18) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the Issuing Bank, shall be conclusive absent manifest error. The Borrower shall indemnify Each Lender and the Administrative AgentIssuing Bank shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the Issuing Bank (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.4(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the Issuing Bank, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Bank, as the case may be, under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedclause (ii).

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, (A) each U.S. Borrower shall shall, and does hereby, jointly and severally, indemnify the Administrative Agent, each RecipientLender and each L/C Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable or (in each case, attributable to a U.S. Obligation) paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such RecipientL/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto; and (B) each Canadian Borrower shall, and does hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 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) (in each case, attributable to a Canadian Obligation) 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; in each case, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the applicable 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 LenderLender or an L/C Issuer, shall be conclusive absent demonstrable manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (iii) The Borrower shall and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrower pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is Lender was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(d)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) for that same indemnity that was previously paid in full by the Borrower, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrower the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) from such Lender (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect from the applicable Lender. Prior to seeking indemnity extent the Administrative Agent receives a payment from the Borrower under pursuant to the immediately preceding sentence, sentence for an amount that a Lender was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(d)(ii), such Lender shall be liable to satisfy the Borrower for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent and each Recipient, Lender and shall make payment in respect thereof within 20 promptly, but in any event, not more than 30 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 3.01(c)(i)Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such RecipientLender, 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, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Notwithstanding anything herein to the contrary, no Administrative Agent or Lender shall be indemnified for any Indemnified Taxes hereunder unless such Administrative Agent or Lender shall make written demand on Borrower shall indemnify for such reimbursement no later than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to payment of such Indemnified Taxes, and (ii) the date on which such Administrative Agent as required pursuant to Section 3.01(c)(ii) belowAgent, net Lender or LC Issuer has made payment of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) belowIndemnified Taxes; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required Indemnified Taxes imposed or asserted giving rise to directly indemnify such claims are retroactive, then the Administrative Agent pursuant 270-day period referred to this sentence, above shall be extended to include the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedperiod of retroactive effect thereof.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable withheld or deducted by the Borrower or the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required obligated to indemnify make payment to a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower 3.01 in respect of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such penalties, interest and other similar liabilities attributable to any Indemnified Taxes, if (i) written demand therefor has not been made by such Administrative Agent, such Lender or such L/C Issuer within one hundred and eighty (y180) days from the date on which such Recipient has made payment Administrative Agent, such Lender or such L/C Issuer received written notice of such the imposition of Indemnified Taxes. A certificate as Taxes by the relevant taxing or Governmental Authority, but only to the amount of extent such payment penalties, interest and other similar liabilities are attributable to such failure or liability delay by the Recipient in making such written demand, or (that provides a summary calculation of ii) such Indemnified Tax) delivered penalties, interest and other similar liabilities are attributable to the Borrower by a Lender (with a copy to gross negligence or willful misconduct of the Administrative Agent), Recipient or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest errorAffiliates. 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 Lender or an L/C Issuer (that is not the Administrative Agent or an Affiliate of the Administrative Agent) for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant by clause (ii) of this subsection; provided, that the Borrower shall not be required to Section 3.01(c)(ii) below, net of any amounts indemnify the Administrative Agent has received as a set off against such Lender pursuant for any amount attributable to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if Agent or its Affiliates. A certificate as to the amount of any such payment or liability delivered to the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated a Lender or such L/C Issuer (with a copy to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence), or by the Administrative Agent on its own behalf or on behalf of a Lender or such L/C Issuer, shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedbe conclusive absent manifest error.

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable withheld or deducted by a Withholding Agent or paid by such Recipient or required to be withheld or deducted from a payment to such the Recipient, and any reasonable out of pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the . The Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesalso, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or any L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (yii) the date on which such Recipient has made payment of such Indemnified Taxesthis subsection. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest errorerror (so long as such certificate is prepared in a commercially reasonable manner in accordance with applicable Laws). The Borrower No Loan Party shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, be required to compensate any recipient pursuant to this Section 3.01 for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court recipient does not furnish notice of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect such possible indemnification claim within 180 days after such recipient receives notice from the applicable Lender. Prior Governmental Authority of the specific Tax assessment giving rise to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedindemnification claim.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify (ii) Each Lender and the Administrative AgentL/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 30 days after demand therefortherefor accompanied by the certificate described below in this clause (c)(i), for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided. A certificate, however, that showing the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower calculation of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesamount owed in reasonable detail, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting or expanding any obligation of the Borrower to this sentencedo so), (y) the Administrative Agent shall take all steps reasonably requested and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in order 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 ensure that the Borrower is subrogated amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower, as the case may be, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on on, or attributable to to, amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 behalf, or on behalf of a LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender or an L/C Issuer, for any reason reason, fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01clause (c)(ii) below. (ii) Each Lender and each L/C Issuer shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor,: (xA) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that or such indemnity shall not be available L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Parties to this sentencedo so),; (yB) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register; and (zC) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take 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 steps reasonably requested by amounts at any time owing to such Lender or such L/C Issuer, as the Borrower in order to ensure that the Borrower is subrogated case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (c)(ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. Without limiting the provisions of subsection (ia) The or (b) above, Borrower shall shall, and does hereby, indemnify Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable withheld or deducted by Borrower or Agent or paid by Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the . Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesalso, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent)does hereby, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant by clause (ii) of this subsection. A certificate as to Section 3.01(c)(ii) below, net the amount of any amounts such payment or liability delivered to Borrower by a Lender or the Administrative L/C Issuer (with a copy to Agent), or by Agent has received on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify Borrower and 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 Borrower or Agent) incurred by or asserted against Borrower or Agent by any Governmental Authority as a set off against result of the failure by such Lender pursuant or the L/C Issuer, as the case may be, to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by deliver, or as a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct result of the Administrative Agent; and provided further thatinaccuracy, if the Borrower is inadequacy or deficiency of, any documentation required to directly indemnify be delivered by such Lender or the Administrative L/C Issuer, as the case may be, to Borrower or Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this sentenceAgreement or any other Loan Document against any amount due to Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the Administrative Agent shall take termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedother Obligations.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent against 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 any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 CHAR1\1423646v4 own behalf or on behalf of a LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available except to the extent that such payment amount is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if . To the extent that the Borrower is required pays an amount to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”), the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of clause (ii) below to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender or the applicable L/C Issuer and shall pay the amount so collected to the Borrower net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect (through set-off or otherwise) from such Lender or such L/C Issuer with respect to satisfy such amounts owedclause (ii), below.

Tax Indemnifications. (i) The Borrower shall shall, and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)2.1) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 10 fifteen (15) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii2.1(c)(ii). (ii) belowEach Lender shall, net of any amounts the and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (A) Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (B) Administrative Agent and Borrower, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 9.4(d) relating to the maintenance of a Participant Register and (C) Administrative Agent and Borrower against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent or Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment is determined or liability delivered to any Lender by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderbe conclusive absent manifest error. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Each Lender hereby authorizes Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against and apply any and all amounts at any time owing to such Lender as the case may be, under this Agreement or any other Loan Document against any amount due to satisfy such amounts owed.Administrative Agent under this Section 2.1(c)(ii). (d)

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrower pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to a Lender or the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is L/C Issuer was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(c)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender or the L/C Issuer (including by way of set off pursuant to the last sentence of Section 3.01(c)(ii)) for that same indemnity that was previously paid in full by the Borrower, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrower the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(c)(ii)) from such Lender or the L/C Issuer (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect from the applicable Lender. Prior to seeking indemnity extent the Administrative Agent receives a payment from the Borrower under pursuant to the immediately preceding sentence, sentence for an amount that a Lender or the L/C Issuer was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(c)(ii), such Lender or the L/C Issuer, as applicable, shall be liable to satisfy the Borrower for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Borrower Loan Parties shall on a joint and several basis, indemnify each Recipient, and shall make payment in respect thereof within 20 days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, provided that the Borrower Loan Parties shall not be required to indemnify a compensate any Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless for any interest, additions to tax or penalties that accrue on and after the date that is 180 days after the date such Recipient notifies first receives written notice from the Borrower applicable taxing authority of the indemnification claim for such specific tax assessment relating to the applicable Indemnified Taxes no later than nine months to the extent that the notification described in the next sentence is not provided within such time period. Any Recipient claiming indemnity pursuant to this Section 3.01(c)(i) shall notify the Borrowers of the imposition of the relevant Indemnified Taxes as soon as practicable after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment becomes aware of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesimposition. A certificate as to the amount of such payment or liability (that provides together with a summary calculation of such Indemnified Taxreasonable explanation thereof) delivered to the Borrower Borrowers by a Lender the Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest demonstrable error. The Borrower Each of the Loan Parties shall jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided that, net promptly following the written request of a Loan Party after the making of any amounts such payment to the Administrative Agent, the Administrative Agent has received as a set off against shall assign to such Lender Loan Party the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below; provided that below against such indemnity shall not be available Lender with respect to the extent that amount paid by such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise Loan Party (other than any then available set off setoff rights against such Lender to satisfy such amounts owedLender).

Tax Indemnifications. (a) Subject to Section 7.12(b), from and after the Closing, Parent shall indemnify Purchaser and each of its Affiliates (including the Transferred Entities after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold the Purchaser Tax Indemnified Parties harmless from and against, without duplication, (i) The Borrower shall indemnify each Recipient, and shall make payment in respect thereof within 20 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on on, allocated or attributable to amounts or incurred or payable under by any of the Transferred Entities for any Pre-Closing Period, (ii) any Taxes of Parent or any of its Affiliates (other than the Transferred Entities) for which any of the Transferred Entities are liable pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, provincial, local or foreign Tax law for any Pre-Closing Period as a result of such Transferred Entity having been a member of an affiliated, consolidated, unitary, combined or other similar tax group prior to the Closing, (iii) any Taxes arising out of or relating to any failure by Parent or any of its Affiliates to comply with any of the covenants or agreements of Parent or any of its Affiliates contained in this Article VII, (iv) any Covered Taxes and (v) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in this Section 3.01(c)(i7.2(a)(i) to (iv)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower Parent shall not be required to pay or cause to be paid, or to indemnify a Recipient for or hold harmless the Purchaser Indemnified Parties from and against (A) any Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of extent such payment Taxes were reflected as a reserve or liability Liability in Working Capital or Indebtedness on the Final Closing Statement, (that provides a summary calculation of such Indemnified TaxB) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, any Taxes for any amount which a Lender for any reason fails to pay to the Administrative Agent as required Purchaser is responsible pursuant to Section 3.01(c)(ii7.2(b) below, net or (C) that can be offset or reduced by the utilization of any amounts net operating loss, credit or similar Tax Asset of the Administrative Agent has received Transferred Entities existing as a of immediately after Closing or could have been so offset or reduced but for the utilization of such net operating loss, credit or similar Tax Asset to set off against such Lender pursuant to or reduce Taxes of Purchaser and its Affiliates (including the Transferred Entities) for which Parent is not responsible under this Section 3.01(c)(ii7.2(a) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence(collectively, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed“Parent Indemnified Taxes”).

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below), net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available except to the extent that such payment amount is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if . To the extent that the Borrower is required pays an amount to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”), the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of subsection (ii) below to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender and shall pay the amount so collected to the Borrower net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect (through set-off or otherwise) from such Lender with respect to satisfy such amounts owedsubsection (ii) below.

Tax Indemnifications. (i) The Company and each other Borrower shall shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable 101101 or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Company and each other Borrower shall shall, and does hereby, jointly and severally 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided, net of any amounts that the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity Company and each other Borrower shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated for any amount attributable to the Administrative Agent’s right to collect from gross negligence. Upon receipt of such indemnity payment and upon the applicable Lender. Prior to seeking indemnity from request of the Borrower under the immediately preceding sentenceCompany, the Administrative Agent shall make demand upon hereby agrees to assign to the applicable BorrowerBorrowers any rights for compensation against such defaulting Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available or L/C Issuer (other than the right of set off rights against such Lender pursuant to satisfy such amounts owedthe last sentence of Section 3.01(c)(ii) below) with respect to the amount it has been indemnified by the Company or other Borrower.

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, each Borrower(i) Each of the Loan Parties shall, and dodoes hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each L/C Issuereach Recipient, and shall make payment in respect thereof within 20 days 10 Business Daysdays 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 3.01(c)(i)Section) withheld or deducted by any Borrower or the Administrative Agent 3.01) payable or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest andsuch Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the . Each Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesalso, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to doA certificate, with reasonable supporting detail, setting forth the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Agent by a Lender or a L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or xxx L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the applicable 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 errorpursuant to Section 3.01(c)(ii) below, net of any other than amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated attributable to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedgross negligence or willful misconduct.

Tax Indemnifications. (i) The Borrower shall Without limiting the provisions of subsection (a) or (b) above, each Loan Party shall, and does hereby, indemnify the Administrative Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided. Each Lender, however, that the Administrative Agent and the L/C Issuer agrees to give written notice to the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower and Parent of the indemnification assertion of any claim for against such Lender, the Administrative Agent or the L/C Issuer, as the case may be, relating to such Indemnified Taxes no later than nine months 180 days after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment principal officer of such Indemnified Taxesparty responsible for administering this Agreement obtains knowledge thereof. Each Loan Party shall also, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent)does hereby, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(iiby clause (ii) below, net of any amounts this subsection after the Administrative Agent has received exercised such remedies provided in clause (ii) of this subsection as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant in its good faith discretion determines to this sentence, be appropriate. A certificate as to the Administrative Agent shall take all steps reasonably requested by amount of any such payment or liability delivered to the Borrower in order to ensure that and Parent by a Lender or the Borrower is subrogated L/C Issuer (with a copy to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedbe conclusive absent manifest error.

Tax Indemnifications. (i) The Borrower shall Each Loan Party shall, and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, other than to the extent an increased payment has been made under Section 3.01(a)(ii)(C) or 3.01(a)(iii)(C) in respect of the relevant deduction or withholding, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower applicable Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error. The Borrower shall Each Loan Party shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct that, upon request of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentenceapplicable Loan Party, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of clause (c)(ii) below to collect the applicable amount paid by such Loan Party pursuant to the preceding sentence from the applicable Lender and shall pay the amount so collected to such Loan Party net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect from such Lender under clause (c)(ii) below. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof, within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to satisfy such amounts owed.Lender (but only to the extent 34

Tax Indemnifications. (i) The Borrower shall and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i3.09(c)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (which, for purposes of this Section 3.09(c), shall include the Issuing Bank) (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall and do hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.09(c)(ii) below. (ii) Each Lender shall and does hereby severally indemnify, net of any amounts and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Borrower to this sentencedo so), (B) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.05(d) relating to the maintenance of a Participant Register, and (C) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all steps reasonably requested amounts at any time owing to such Lender, as the case may be, under this Agreement or any other Loan Document or otherwise payable by the Borrower in order Administrative Agent to ensure that the Borrower is subrogated Lender from any other source against any amount due to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower Agent under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedthis clause (ii).

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, provided however, that the Borrower shall not be required obligated to indemnify a Recipient for Indemnified Taxes make payment to the Administrative Agent, any Lender or L/C Issuer (as the case may be) pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower 3.01 in respect of the indemnification claim for such penalties, interest and other similar liabilities attributable to any Indemnified Taxes no later than nine months after the earlier of or Other Taxes, if (xi) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of therefor has not been made by such Indemnified TaxesAdministrative Agent, and (y) Lender or L/C Issuer within 180 days from the date on which such Recipient has made payment Administrative Agent, Lender or L/C Issuer received written notice of such the imposition of Indemnified Taxes. A certificate as Taxes or Other Taxes by the relevant taxing or Governmental Authority, but only to the amount of extent such payment penalties, interest and other similar liabilities are attributable to such failure or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower delay by a Lender (with a copy to the Administrative Agent), Lender or L/C Issuer in making such written demand, or by (ii) such penalties, interest and other similar liabilities are attributable to the gross negligence or willful misconduct of the Administrative Agent on its own behalf Agent, Lender or on behalf of a Lender, shall be conclusive absent manifest errorL/C Issuer or their Affiliates. 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 Lender or the L/C Issuer (that is not the Administrative Agent or an Affiliate of the Administrative Agent) for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant by clause (ii) of this subsection. A certificate as to Section 3.01(c)(ii) below, net the amount of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available payment or liability delivered to the extent that such payment is determined Borrower by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Lender or the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated L/C Issuer (with a copy to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.be conclusive absent manifest error. 50

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. (ii) Each Lender shall, net of any amounts and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Parties to this sentencedo so), (B) the Administrative Agent shall take all steps reasonably requested by and the Borrower in order Loan Parties, as applicable, against any Taxes attributable to ensure that such Lender’s failure to comply with the Borrower is subrogated provisions of Section 11.06(d) relating to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, maintenance of a Participant Register and (C) the Administrative Agent shall make demand upon and the applicable Lender for Loan Parties, as applicable, against any Excluded Taxes attributable to such amounts owed Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and shall use commercially any reasonable efforts to exercise any then available set off rights against expenses arising therefrom or with respect thereto, whether or not such Lender to satisfy such amounts owed.Taxes were correctly or legally imposed or

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount CHAR1\1967948v4 of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below), net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available except to the extent that such payment amount is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if . To the extent that the Borrower is required pays an amount to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”), the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of subsection (ii) below to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender or the L/C Issuer and shall pay the amount so collected to the Borrower net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect (through set-off or otherwise) from such Lender or the L/C Issuer with respect to satisfy such amounts owedsubsection (ii) below.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (except for any penalties or interest with respect to such Indemnified Taxes that are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of the Administrative Agent, any Lender or the L/C Issuer), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. (ii) Each Lender and the L/C Issuer shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Parties to this sentencedo so), (B) the Administrative Agent shall take all steps reasonably requested by and the Borrower in order Loan Parties, as applicable, against any Taxes attributable to ensure that such Lender’s failure to comply with the Borrower is subrogated provisions of Section 11.06(d) relating to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, maintenance of a Participant Register and (C) the Administrative Agent shall make demand upon and the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.Loan Parties, as applicable, against

Tax Indemnifications. (i) The Borrower shall and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 77 Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall 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 any L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.01(d)(ii) below. For the avoidance of doubt, net of any amounts (A) to the extent the Administrative Agent has received as a set off against such Lender indefeasibly receives payment in full from the Borrower pursuant to Section 3.01(c)(ii) below; provided the immediately preceding sentence for an amount that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence Lender or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is an L/C Issuer was required to directly indemnify the Administrative Agent for pursuant to this sentenceclause (y) or (z) of Section 3.01(d)(ii), and subsequent thereto the Administrative Agent receives payment from such Lender or such L/C Issuer (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) for that same indemnity that was previously paid in full by the Borrower, the Administrative Agent shall take all steps reasonably requested will promptly turn over to the Borrower the amount so received (including by way of set off pursuant to the last sentence of Section 3.01(d)(ii)) from such Lender or such L/C Issuer (but in any event not in excess of the amount previously paid by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right Agent in respect of such indemnity) and (B) to collect from the applicable Lender. Prior to seeking indemnity extent the Administrative Agent receives a payment from the Borrower under pursuant to the immediately preceding sentence, sentence for an amount that a Lender or an L/C Issuer was required to indemnify the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts pursuant to exercise any then available set off rights against clause (y) or (z) of Section 3.01(d)(ii), such Lender or such L/C Issuer, as applicable, shall be liable to satisfy the Borrower for reimbursement of such amounts owedpayment.

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available except to the extent that such payment amount is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if . To the extent that the Borrower is required pays an amount to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”), the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of clause (ii) below to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender or L/C Issuer and shall pay the amount so collected to the Borrower net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect (through set-off or otherwise) from such Lender or L/C Issuer with respect to satisfy such amounts owedclause (ii), below.

Tax Indemnifications. (i) The Borrower shall Without duplication of amounts paid in Section 3.01(a), each of the Loan Parties shall, and does hereby, severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or CHAR1\1461746v12 not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower Loan Parties shall not be required obligated to indemnify a make payment to any Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i3.01(c) unless such Recipient notifies the Borrower in respect of the indemnification claim for such penalties, interest and other liabilities attributable to any Indemnified Taxes no later than nine months after the earlier of if (x) the date on which the relevant Governmental Authority makes written demand upon the therefor has not been made by such Recipient for payment of such Indemnified Taxes, and (y) within 60 days from the date on which such Recipient has made payment received written notice of the imposition of Indemnified 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 Recipient in making such written demand, (y) such penalties, interest and other liabilities have accrued after the relevant Loan Party had indemnified or paid an additional amount due as of the date of such Indemnified Taxespayment pursuant to this Section 3.01 or (z) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of any of the Recipients or their Affiliates. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower If the Administrative Agent or any Lender receives a written notice of Tax assessment from any Governmental Authority regarding any Tax in respect of which indemnification may be required pursuant to this Section 3.01(c), the Administrative Agent or such Lender shall notify the Company within 120 days following the receipt of such notice that such notice has been received; provided that the failure of the Administrative Agent or the Lender to provide such notice shall not relieve the Loan Parties of the obligation to make any indemnification payment under this Agreement, unless the delay is more than two years from the date of receipt of such notice, in which case the Company shall have no obligation to make any indemnification payment under this Agreement. Each of the Loan Parties shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Parent 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each of the Lenders and the L/C Issuer shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Parties to this sentencedo so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take be conclusive absent manifest error. Each of the Lenders and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all steps reasonably requested by amounts at any time owing to such Lender or the Borrower in order to ensure that L/C Issuer, as the Borrower is subrogated case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.76 CHAR1\1732710v2

Tax Indemnifications. (i) The Borrower shall Each of the Credit Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.2) payable or paid by such Recipient Recipient, or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Administrative Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. The Borrower shall indemnify (ii) Each Lender and the Administrative AgentIssuing Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay to (A) the Administrative Agent as required pursuant against any Indemnified Taxes attributable to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the Issuing Lender (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Credit Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and, without limiting the obligation of the Credit Parties to this sentencedo so), (B) the Administrative Agent shall take all steps reasonably requested by and the Borrower in order Credit Parties, as applicable, against any Taxes attributable to ensure that such Xxxxxx’s failure to comply with the Borrower is subrogated provisions of Section 11.9(d) hereof relating to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentencemaintenance of a Participant Register, and (C) the Administrative Agent shall make demand upon and the applicable Lender for such amounts owed and shall use commercially reasonable efforts Credit Parties, as applicable, against any Excluded Taxes attributable to exercise any then available set off rights against such Lender to satisfy such amounts owed.or the Issuing Lender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, 71

Tax Indemnifications. (ia) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 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 3.01(c)(i)Section) payable withheld or deducted by the Borrower or the Agent or paid by the Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that Authority (other than penalties and interest attributable to the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower gross negligence or willful misconduct of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative AgentPerson seeking indemnification), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 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 Lender or the L/C Issuer for any reason fails to pay to the Administrative Agent as required pursuant by clause (ii) of this subsection. A certificate as to Section 3.01(c)(ii) below, net the amount of any amounts such payment or liability delivered to the Administrative Borrower by a Lender or the L/C Issuer (with a copy to the Agent), or by the Agent has received as on its own behalf or on behalf of a set off against such Lender pursuant to Section 3.01(c)(ii) below; or the L/C Issuer, shall be conclusive absent manifest error, provided that such indemnity the Borrower shall not be available 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 extent date that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment Lender, the Agent or the L/C Issuer, as the case may be, provides notice thereof to have resulted from the gross negligence or willful misconduct of the Administrative AgentBorrower; and 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. Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrower is and the 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 Agent) incurred by or asserted against the Borrower or the Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result -50- 2076882.7 of the inaccuracy, inadequacy or deficiency of, any documentation required to directly indemnify be delivered by such Lender or the Administrative L/C Issuer, as the case may be, to the Borrower or the Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this sentenceAgreement or any other Loan Document against any amount due to the Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the Administrative Agent shall take termination of the Total Commitments and the repayment, satisfaction or discharge of all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedother Obligations.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent, each RecipientLender and the L/C Issuer, and shall make payment in respect thereof within 20 promptly, but in any event, not more than 30 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 3.01(c)(i)Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify Notwithstanding anything herein to the contrary, no Administrative Agent, and Lender or L/C Issuer shall be indemnified for any Indemnified Taxes hereunder unless such Administrative Agent, Lender or L/C Issuer shall make payment in respect thereof within 10 written demand on Borrower for such reimbursement no later than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand thereforupon such Administrative Agent, Lender or L/C Issuer for any amount payment of such Indemnified Taxes, and (ii) the date on which a such Administrative Agent, Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net or LC Issuer has made payment of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) belowIndemnified Taxes; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required Indemnified Taxes imposed or asserted giving rise to directly indemnify such claims are retroactive, then the Administrative Agent pursuant 270-day period referred to this sentence, above shall be extended to include the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedperiod of retroactive effect thereof.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Without limiting the provisions of subsection (a) or (b) above, net of any amounts each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available or the L/C Issuer (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify any Loan Party has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of the Loan Party to this sentencedo so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, 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 Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or the L/C Issuer by the Administrative Agent shall take be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all steps reasonably requested by amounts at any time owing to such Lender or the Borrower in order to ensure that L/C Issuer, as the Borrower is subrogated case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall shall, and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (other than penalties, interest and expenses payable by reason of the gross negligence or willful misconduct of such Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Each Borrower shall shall, and does hereby, severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the any Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Each Borrower shall shall, and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the no Borrower is required to directly indemnify has already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting the obligation of any Borrower to this sentencedo so), (y) the Administrative Agent and each Borrower, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and each Borrower, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or any Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall take be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all steps reasonably requested by the Borrower in order amounts at any time owing to ensure that the Borrower is subrogated such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (iWithout limiting the provisions of, and without duplication for amounts paid under, Section 2.17(a) The and 2.17(b), the Borrower shall shall, and does hereby, indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within 20 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 3.01(c)(i)2.17) payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of any such payment or liability (that provides along with a summary written statement setting forth in reasonable detail the basis and calculation of such Indemnified Taxamounts) delivered to the Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The , provided that the Borrower shall not be required to indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which Agent or a Lender for any reason fails to pay to incremental interest or penalties incurred as a result of the Administrative Agent as required pursuant or such Lender’s failure to Section 3.01(c)(ii) below, net of any amounts notify the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct Borrower of the Administrative Agent; and provided further that, if indemnification claim within 180 day after the Lender actually receives a notification from taxing authority of a Tax claim giving rise to such indemnification claim. If the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentencereasonably believes that any such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent shall take all steps reasonably requested by and/or each affected Lender will use reasonable efforts to cooperate with the Borrower in order to ensure that pursuing a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, determination of the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts or Lender, result in any unreimbursed costs, expenses or be otherwise materially disadvantageous to exercise any then available set off rights against such Lender to satisfy such amounts owedit.

Tax Indemnifications. (i) The Borrower shall Each Loan Party shall, and does hereby indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, other than to the extent an increased payment has been made under Section 3.01(a)(ii)(C) or 3.01(a)(iii)(C) in respect of the relevant deduction or withholding, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower applicable 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each Loan Party 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct that, upon request of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentenceapplicable Loan Party, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set its set-off rights against described in the last sentence of clause (c)(ii) below to collect the applicable amount paid by such Loan Party pursuant to the preceding sentence from the applicable Lender and shall pay the amount so collected to such Loan Party net of any reasonable expenses incurred by the Administrative Agent in its efforts to collect from such Lender under clause (c)(ii) below. (ii) Each Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof, within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to satisfy such amounts owed.Lender or such L/C Issuer (but only to the extent that the applicable Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, 62

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the 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 for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, 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 Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. Without limiting the provisions of subsection (ia) The or (b) above, the Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable withheld or deducted by the Borrower or the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required obligated to indemnify make payment to a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower 3.01 in respect of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such penalties, interest and other similar liabilities attributable to any Indemnified Taxes, if (i) written demand therefor has not been made by such Administrative Agent, such Lender or such L/C Issuer within one hundred and eighty (y180) days from the date on which such Recipient has made payment Administrative Agent, such Lender or such L/C Issuer received written notice of such the imposition of Indemnified Taxes. A certificate as Taxes by the relevant taxing or Governmental Authority, but only to the amount of extent such payment penalties, interest and other similar liabilities are attributable to such failure or liability delay by the Recipient in making such written demand, or (that provides a summary calculation of ii) such Indemnified Tax) delivered penalties, interest and other similar liabilities are attributable to the Borrower by a Lender (with a copy to gross negligence or willful misconduct of the Administrative Agent), Recipient or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest errorAffiliates. 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 Lender or an L/C Issuer (that is not the Administrative Agent or an Affiliate of the Administrative Agent) for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant by clause (ii) of this subsection; provided, that the Borrower shall not be required to Section 3.01(c)(ii) below, net of any amounts indemnify the Administrative Agent has received as a set off against such Lender pursuant for any amount attributable to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if Agent or its Affiliates. A certificate as to the amount of any such payment or liability delivered to the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated a Lender or such L/C Issuer (with a copy to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence), or by the Administrative Agent on its own behalf or on behalf of a Lender or such L/C Issuer, shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedbe conclusive absent manifest error.

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.11) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii3.11(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to . To the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required makes an indemnity payment to directly indemnify the Administrative Agent pursuant to this sentencethe preceding sentence (a “Back-Up Indemnity Payment”) on account of any obligation of any Lender under clauses (y) and (z) of Section 3.11(c)(ii) below, the Administrative Agent shall take all steps reasonably requested (subject to any internal policy limitations and applicable law and to the extent any such action is not adverse to the interests of the Administrative Agent (as determined by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right , in its reasonable discretion)) use reasonable efforts to exercise its set-off rights described in the last sentence of Section 3.11(c)(ii) below to collect the applicable Back-Up Indemnity Payment amount from the applicable Lender (to the extent that (A) such Lender has not already reimbursed the Administrative Agent for such amounts and (B) the Administrative Agent shall have received payment in full of all amounts required under Section 3.11(c)(ii) below with respect to such Lender) and shall pay the amount so collected (and/or received from the applicable Lender. Prior ) to seeking indemnity from the Borrower under the immediately preceding sentence, net of any reasonable expenses incurred by the Administrative Agent shall make demand upon the applicable Lender for in its efforts to collect (through set-off or otherwise) such amounts owed from such Lender. Each Lender authorizes the Administrative Agent to effect such set-off and shall use commercially reasonable efforts to exercise any then available set off rights against make such Lender payment to satisfy such amounts owedthe Borrower.

Tax Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable withheld or deducted by the Borrower or the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required obligated to indemnify make payment to a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower 3.01 in respect of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such penalties, interest and other similar liabilities attributable to any Indemnified Taxes, if (i) written demand therefor has not been made by such Administrative Agent or such Lender s within one hundred and eighty (y180) days from the date on which such Administrative Agent or such Lender received written notice of the imposition of Indemnified Taxes by the relevant taxing or Governmental Authority, but only to the extent such penalties, interest and other similar liabilities are attributable to such failure or delay by the Recipient has made in making such written demand, or (ii) such penalties, interest and other similar liabilities are attributable to the gross negligence or willful misconduct of the Recipient or its Affiliates. 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 Lender (that is not the Administrative Agent or an Affiliate of such Indemnified Taxesthe Administrative Agent) for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided, that the Borrower shall not be required to indemnify the Administrative Agent for any amount attributable to the gross negligence or willful misconduct of the Administrative Agent or its Affiliates. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.

Tax Indemnifications. (i) The i)The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 30 days after demand therefortherefor accompanied by the certificate described below in this clause (c)(i), for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 30 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii)Each Lender shall, net of any amounts and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available (but only to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify has not already indemnified the Administrative Agent pursuant for such Indemnified Taxes and without limiting or expanding any obligation of the Borrower to this sentencedo so), (y) the Administrative Agent shall take all steps reasonably requested and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.07 relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in order 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 ensure that the Borrower is subrogated amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower, as the case may be, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent’s right to collect from the applicable LenderAgent under this clause (c)(ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Without limiting the provisions of, and without duplication for amounts paid under, Section 5.8.1 and Section 5.8.2, the Lead Borrower shall indemnify each Recipientindemnify, hold harmless and shall make payment in respect thereof reimburse (within 20 30 days after written demand therefor, ) the Agent and Lenders for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or those attributable to amounts payable under this Section 3.01(c)(i)5.8) payable withheld or deducted by any Obligor or the Agent, or paid by such Recipient the Agent or required any Lender, with respect to be withheld any payment on account of any Obligations, Letters of Credit or deducted from a payment to such RecipientLoan Documents, and any reasonable expenses arising therefrom or with respect theretoOther Taxes, whether or not such Indemnified Taxes were correctly or legally imposed or properly asserted by the relevant Governmental Authority; providedAuthority (other than penalties attributable to the gross negligence, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower willful misconduct or bad faith of the indemnification claim for Agent or such Indemnified Taxes no later than nine months after the earlier of (xLender) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxesreasonable expenses relating thereto. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to Lead Borrower by the Borrower Agent, or by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive conclusive, absent manifest error. If the Lead Borrower reasonably believes that the Agent or any Lender is entitled to receive a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to the Agent or such Lender by any Obligor pursuant to or in respect of this Section 5.8, the Lead Borrower (on behalf of itself and on behalf of the other Obligors) may notify (in writing) the Agent or such Lender of the availability of such refund. Upon receipt of such a notice, the Agent or such Lender shall promptly apply for such refund unless, in the good faith judgment of the Agent or such Lender, applying for such refund would cause the Agent or such Lender to suffer any material economic, legal or regulatory disadvantage. The Lead Borrower shall reimburse the Agent or such Lender for all reasonable out-of-pocket expenses of the Agent or such Lender incurred in pursuing such refund. If the Agent or such Lender receives any such refund, it shall be governed by Section 5.8.5. Notwithstanding anything to the contrary contained in this Section 5.8, the Obligors shall not be required to indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for Agent or any amount which a Lender for any reason fails to pay to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to this Section 3.01(c)(ii5.8 for any Indemnified Taxes or Other Taxes (and any related expenses) below; provided that such indemnity shall not be available to the extent that the Agent or the relevant Lender, as the case may be, fails to notify the relevant Obligor of such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from possible indemnification claim within 180 days after the gross negligence Agent or willful misconduct of such Lender, as the Administrative Agent; and provided further thatcase may be, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect receives written notice from the applicable Lender. Prior Governmental Authority of the specific tax assessment giving rise to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedindemnification claim.

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall (ii) Each Lender shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (d)(ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(e)

Tax Indemnifications. (i) The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 days ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to setting forth in reasonable detail the amount of and basis for such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), 73 or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall indemnify (ii) Each Lender and the Administrative AgentL/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or L/C Issuer (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s or L/C Issuer’s failure to comply with the provisions of Section 13.06(e) relating to the maintenance of a Participant Register and (z) the Administrative Agent against any Excluded Taxes attributable to such Lender or L/C Issuer, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or the L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to under this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderclause (ii). Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.(d)

Tax Indemnifications. (i) The Borrower shall Each of the Borrowers shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower Borrowers shall not be required obligated to indemnify a make payment to such Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i3.01 in respect of penalties, interest and other similar liabilities attributable to any Indemnified Taxes or Other Taxes if (A) unless written demand therefor has not been made by such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months within one hundred eighty (180) days after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment 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 such Recipient in making such written demand, or (B) such penalties, interest and other similar liabilities are attributable to the gross negligence or willful misconduct of such Indemnified TaxesRecipient or its Affiliates. A certificate as to the amount of such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower Borrowers 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 LenderLender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Borrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below, net of any amounts the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed).

Tax Indemnifications. (i) The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 20 fifteen (15) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes, and (y) the date on which such Recipient has made payment of such Indemnified Taxes. A certificate as to the amount of such payment or liability (that provides such certificate to set out in reasonable detail the facts giving rise to, and a summary calculation of of, such Indemnified Taxamount) 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 LenderLender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 fifteen (15) days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and each L/C Issuer shall, net of any amounts the and does hereby, severally indemnify, and shall make payment in respect thereof within fifteen (15) days after demand therefor, (x) Administrative Agent has received as a set off against any Indemnified Taxes attributable to such Lender pursuant to Section 3.01(c)(ii) below; provided that or such indemnity shall not be available L/C Issuer (but only to the extent that any Loan Party has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment is determined or liability delivered to any Lender by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent; and provided further that, if the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentence, the Administrative Agent shall take all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lenderbe conclusive absent manifest error. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Each Lender and each L/C Issuer hereby authorizes Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owed.and apply any and all amounts

Tax Indemnifications. Without limiting the provisions of subsection (ia) The Borrower shall or (b) above, the Loan Parties shall, and do hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01(c)(i)Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to by the Loan Parties or the Administrative Agent or payable by such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower . The Loan Parties shall not be required to indemnify a Recipient for Indemnified Taxes pursuant to this Section 3.01(c)(i) unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than nine months after the earlier of (x) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxesalso, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (yii) the date on which such Recipient has made payment of such Indemnified Taxesthis subsection. A certificate as to the amount of any such payment or liability (that provides a summary calculation of such Indemnified Tax) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor,. for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), for (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) 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 any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount which a Lender for any reason fails to pay due to the Administrative Agent as required pursuant to Section 3.01(c)(iiunder this clause (ii). The agreements in this clause (ii) below, net of any amounts shall survive the Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(c)(ii) below; provided that such indemnity shall not be available to the extent that such payment is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct resignation and/or replacement of the Administrative Agent; and provided further that, if any assignment of rights by, or the Borrower is required to directly indemnify the Administrative Agent pursuant to this sentencereplacement of, a Lender, the Administrative Agent shall take termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all steps reasonably requested by the Borrower in order to ensure that the Borrower is subrogated to the Administrative Agent’s right to collect from the applicable Lender. Prior to seeking indemnity from the Borrower under the immediately preceding sentence, the Administrative Agent shall make demand upon the applicable Lender for such amounts owed and shall use commercially reasonable efforts to exercise any then available set off rights against such Lender to satisfy such amounts owedother Obligations.