Common use of Indemnification by the Borrower Clause in Contracts

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 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) paid by the Administrative Agent or such Lender, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten twenty (1020) days after receipt by the Borrower of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by the Administrative Agent such Recipient and required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not be obligated required to indemnify the Administrative Agent or any Lender a Recipient pursuant to this Section 3.01(d) for any amount in respect Indemnified Taxes unless such Recipient notifies the Borrower of any the indemnification claim for such penalties, interest or reasonable expenses if Indemnified Taxes no later than 365 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by upon the Administrative Agent or Recipient for payment of such Lender within 180 days from Indemnified Taxes and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, accompanied by the calculations by which such determination was made by such Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuing Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent Agent, any Lender or any Lender Issuing Bank for any amount in respect amounts under this Section 5.03(c) to the extent that such Person fails to notify the Borrower of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender its intent to make a claim for indemnification under this Section 5.03(c) within 180 days from after a claim is asserted against such Person by the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxrelevant Governmental Authority. A certificate of the Administrative Agent, a Lender or an Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be 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, and shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) 30 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) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender such Credit Party (with a copy to the Administrative Agent, unless the Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of a Lenderany other Credit Party, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify a Credit Party for any accrued Indemnified Taxes under this Section 2.15(c) unless such Credit Party notifies the Administrative Agent and each Lender, within ten (10) Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure the date on which the Credit Party receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower’s obligation to pay any indemnify such Credit Party for such Indemnified Taxes when due accrued after such earlier date if such Credit Party has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.15(c); and provided further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 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) payable or paid by the Administrative Agent or such Lender, as Lender or required to be withheld or deducted from a payment to the case may be, Administrative Agent or such Lender 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 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 SectionSection 3.01) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition, After the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant any Lender or the L/C Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, the Administrative Agent, any Lender or the L/C Issuer (as the case may be) will act in good faith to clause (d) belowpromptly notify the Borrower of its obligations hereunder; provided, documentation evidencing however, that the payment failure to provide Borrower with such notice shall not release the Borrower of Taxesits indemnification obligation under this Section 3.01(c).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe LC Issuer, within ten (10) 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) paid by the Administrative Agent Agent, such Lender or such Lenderthe LC Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (provided that the Borrower shall not indemnify the Administrative Agent, any Lender or the LC Issuer for any such penalties, interest and reasonable expenses arising solely from such party’s failure to notify the Borrower of such Indemnified Taxes or Other Taxes within a reasonable period of time after such party has actual knowledge of such Indemnified Taxes or Other Taxes), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the LC 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 LC Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 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 SectionSection 3.01(d)) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall also, and does hereby, jointly and severally indemnify the Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, required pursuant to clause (dSection 3.01(e) below, documentation evidencing net of any amounts the payment of TaxesAdministrative Agent has received as a set off against such Lender pursuant to Section 3.01(e) below; provided 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.

Indemnification by the Borrower. The Without duplication of Section 3.10(a), the Borrower shall indemnify the Administrative each Agent and each Lender, within ten (10) 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 SectionSection 3.10(c)) paid imposed on or payable by the Administrative such Agent or such Lender, as the case may be, and with respect to this Agreement or any penaltiesother Loan Document, interest and reasonable expenses arising therefrom or with respect theretotherefrom, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to setting forth the amount of such payment or liability (together with a copy of any applicable documents from the IRS or other Governmental Authority that asserts such claim) delivered to the Borrower by a Lender (with a copy to the Administrative relevant Agent), or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionIf the Borrower reasonably believes that there is an appropriate basis to pursue a refund (whether received in cash or applied as an offset against other Taxes due) of any Indemnified Tax or Other Tax indemnified by the Borrower under this Section 3.10(c), or for which any Loan Party has paid additional amounts under Section 3.10(a), the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative affected Agent or Lender (as applicable) shall, upon the Borrower’s written request and at the Borrower’s expense, pursue such refund; provided that no Agent or its beneficial owners) as a result of Lender shall be obligated to pursue any failure of such refund if such Agent or Lender determines in good faith that it would be materially disadvantaged or prejudiced, or subject to any unreimbursed cost or expense, by pursuing such refund. Any refund described in the preceding sentence that is received by any Agent or Lender shall be payable to the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesextent provided in Section 3.10(h).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) 30 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) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender such Credit Party (with a copy to the Administrative Agent, unless the Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of a Lenderany other Credit Party, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify a Credit Party for any accrued Indemnified Taxes under this Section 2.15(d) unless such Credit Party notifies the Administrative Agent and each Lender, within ten (10) Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure the date on which the Credit Party receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower’s obligation to pay any indemnify such Credit Party for such Indemnified Taxes when due accrued after such earlier date if such Credit Party has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.15(d); and provided further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 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) paid by the Administrative Agent or such Lender, 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, that the Borrower shall not be obligated to indemnify make a payment pursuant to this Section in respect of penalties, interest and additions to Tax attributable to any Indemnified Taxes or Other Taxes (and, for the avoidance of doubt, reasonable expenses arising therefrom or with respect thereto), if (i) such penalties, interest or additions to Tax are attributable to the failure of the Administrative Agent or any Lender for any amount to pay to the relevant Governmental Authority amounts received by it from the Borrower in respect of any Indemnified Taxes or Other Taxes within thirty (30) calendar days after receipt of such amount from the Borrower or (ii) such penalties, interest or reasonable expenses if written demand therefor was not made by additions to Tax are attributable to the gross negligence or willful misconduct of the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxLender. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderL/C Issuer, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such LenderL/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent Agent, any Lender or any Lender L/C Issuer for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent Agent, such Lender or such Lender L/C Issuer within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the Borrower 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 a L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderL/C Issuer, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or L/C Issuer as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Notwithstanding anything herein to the Borrower contrary, no Recipient shall not be obligated to indemnify the Administrative Agent or any Lender indemnified for any amount in respect of any Indemnified Taxes hereunder unless such penalties, interest or reasonable expenses if Recipient shall make written demand therefor was not made by on Borrower for such reimbursement no later than twelve (12) months after the Administrative Agent or earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Lender within 180 days from Recipient for payment of such Indemnified Taxes, and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuing Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent Agent, any Lender or any Lender Issuing Bank for any amount in respect amounts under this Section 5.03(c) to the extent that such Person fails to notify the Borrower of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender its intent to make a claim for indemnification under this Section 5.03(c) within 180 days from after a claim is asserted against such Person by the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxrelevant Governmental Authority. A certificate of the Administrative Agent, a Lender or an Issuing Bank as to the amount of such payment or liability under this Section 5.03, together with, to the extent available, reasonable supporting documentation relating to such payment or liability, shall be 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, and shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Issuing Lender and each Lender, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) attributable to the Borrower under any Loan Document and paid by the Administrative Agent or such Lender, as the case may be, Lender or such Issuing Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an 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 an Issuing Lender, shall be conclusive absent manifest error. In addition, ; provided that if the Borrower shall indemnify has satisfied its indemnity obligation and delivers to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes an opinion of nationally recognized counsel to the effect that may become payable it is more likely than not that such assertion by such Administrative Agent or Lender (or its beneficial owners) the Governmental Authority is incorrect as a result matter of any failure law, each Lender shall reasonably assist the Borrower in contesting such Taxes (at the sole expense of the Borrower Borrower) and seeking refund thereof; and provided further that such assistance shall not be construed to pay impose on any Taxes when due Lender an obligation to the appropriate Governmental Authority disclose information it reasonably considers confidential or to deliver to proprietary or arrange its tax affairs other than as such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesLender sees fit.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or as required by Section 3.01(e) so long as the Administrative Agent shall have in good faith made a written demand upon such Lender for the applicable payment and such payment demand has not been satisfied in full by the applicable Lender within 180 30 days from after such written demand. In the date on which event of a payment to the Administrative Agent by the Borrower pursuant to the preceding sentence, upon the request of the Borrower, the Administrative Agent shall execute and deliver such party makes payment for such penalties, interest documents or expenses; provided further instruments as the Borrower may reasonably request to assign to the Borrower any claims that the foregoing limitation shall not apply Administrative Agent may have against the applicable Lender with respect to any such penalties, interest or reasonable expenses arising out the payments to the Administrative Agent that were required to have been made pursuant to Section 3.01(e) below (including the right of set off provided in the retroactive application last sentence of any such Indemnified TaxSection 3.01(e) below). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person 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 Authority and (II) Taxes that arise because a Loan is not treated consistently with the Borrower shall not be obligated Intended Tax Treatment (such indemnification will include any amount necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount Affected Person (or in respect of any each case its related Group Agent), the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant Governmental Authority (or reasonable expenses if written demand therefor was not made by to the Administrative Agent or Affected Person if such Lender within 180 days from Taxes have already been paid to the date on which such party makes payment for such penalties, interest or expensesrelevant Governmental Authority); provided further that neither the foregoing limitation Administrative Agent nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such LenderRecipient, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender 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 error. The Borrower shall also indemnify the Administrative Agent, within ten (10) days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by paragraph (g) below; provided that, such Lender or the Issuing Lender, 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. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of the Borrower any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person 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 Authority and (II) Taxes that arise because a Loan is not treated consistently with the Borrower shall not be obligated Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person, the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority (or to the Administrative Agent or such Lender within 180 days from Affected Person if such Taxes have already been paid to the date on which such party makes payment for such penalties, interest relevant taxing authority or expensesGovernmental Authority); provided further that neither the foregoing limitation Administrative Agent nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to setting forth the calculation in reasonable detail of the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten thirty (1030) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the 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 also indemnify the Administrative Agent, within thirty (30) days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by paragraph (g) below; provided that, such Lender or the Issuing Lender, 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. In addition, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten thirty (1030) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of the Borrower any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 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) paid by the Administrative Agent or such Lender, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Without duplication of the Borrower’s obligations under Section 11.04, the Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten thirty (1030) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In additionNotwithstanding the foregoing, the Borrower shall indemnify not be required to make any payments or reimburse the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant any Lender or the L/C Issuer under this Section 3.01 with respect to clause any Taxes, Other Taxes or other amounts imposed on and paid by the Administrative Agent, such Lender or the L/C Issuer more than six (d6) belowmonths before the date on which a request for payment or reimbursement is delivered to the Borrower (except that, documentation evidencing if the payment Taxes or Other Taxes giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of Taxesretroactive effect thereof).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank for and, within ten (10) days 10 Business Days after written demand therefor, for pay 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) payable or paid by by, or required to be withheld or deducted from a payment to, the Administrative Agent Agent, such Lender or such Lenderthe Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to or the Administrative Agent)Issuing Bank, 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. In additionThe Borrower shall, and does hereby, indemnify the Borrower Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 2.16(d) below. The applicable Lender shall indemnify the Administrative Agent applicable Borrower, and each Lendershall make payment in respect thereof, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by amount which such Borrower is required to pay to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due pursuant to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesimmediately preceding sentence.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderHolder, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.16) payable or paid by by, or required to be withheld or deducted from a payment to, the Administrative Agent Agent, such Lender or such LenderHolder, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of counsel, which fees, charges and disbursements of counsel shall be on the same terms and subject to the same limitations as provided in Section 9.04(b), provided that successful recovery of such fees, charges and disbursements of counsel pursuant to this Section 2.16(c) by the Administrative Agent or any Lender or Holder shall preclude such Administrative Agent or such Lender or Holder from receiving duplicative indemnification for these same fees, charges or disbursements of counsel under Section 9.04(b) of this Agreement) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that , other than penalties, interest and expenses to the Borrower shall not be obligated extent solely and directly attributable to indemnify the gross negligence or willful misconduct, as determined by a final nonappealable judgment of a court of competent jurisdiction, of such Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxHolder. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Holder (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or Holder, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.19) paid by the Administrative Agent Agent, such Lender or such Lenderthe Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of counsel, which fees, charges and disbursements of counsel shall be on the same terms and subject to the same limitations as provided in Section 9.04(b), provided that successful recovery of such fees, charges and disbursements of counsel pursuant to this Section 2.19(c) by the Administrative Agent, any Lender or the Issuing Bank shall preclude such Administrative Agent, Lender or the Issuing Bank, as the case may be, from receiving duplicative indemnification for these same fees, charges or disbursements of counsel under Section 9.04(b) of this Agreement) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such , other than penalties, interest and expenses to the extent solely and directly attributable to the gross negligence or reasonable expenses if written demand therefor was not made willful misconduct, as determined by the a final and nonappealable judgment of a court of competent jurisdiction, of such Administrative Agent Agent, Lender, or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxIssuing Bank. A certificate as to the amount of such payment or liability 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall and any applicable Guarantor shall, and does hereby, indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, and shall make payment in respect thereof within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower, such Guarantor or the Administrative Agent or paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or any Lender Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount in respect of which a Lender or the L/C Issuer for any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out as required by clause (ii) of the retroactive application of any such Indemnified Taxthis subsection. A certificate as to the amount of any such payment or liability and reasonably detailed calculations therefore 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuing Bank, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate of the Administrative Agent, a Lender or an Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be 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, and shall be conclusive absent manifest error. In addition, the The Borrower shall also indemnify the Administrative Agent and each LenderAgent, within ten (10) days after demand therefor, for any incremental Taxes amount which a Lender or the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by paragraph (g) below; provided that may become (i) the Borrower shall not be required to indemnify the Administrative Agent pursuant to this sentence to the extent that any such amount paid or payable as required by such Administrative Agent or Lender paragraph (or its beneficial ownersg) as is a direct result of any failure of the Administrative Agent’s gross negligence or willful misconduct, and (ii) such Lender or Issuing Bank, as the case may be, shall indemnify the Borrower to pay the extent of any Taxes when due such payment the Borrower makes to the appropriate Governmental Authority or to deliver to such Administrative Agent, Agent pursuant to clause (d) below, documentation evidencing the payment of Taxesthis sentence.

Indemnification by the Borrower. The Borrower Borrower, as applicable, shall severally indemnify the Administrative Agent and each LenderRecipient, within ten (10) 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 SectionSection 2.16) payable or paid by the Administrative Agent such Recipient (whether directly or pursuant to Section 2.16(e)) or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability (which shall be in reasonable detail) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Primary Administrative Agent or Backup Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionThe Primary Administrative Agent, the Borrower shall indemnify the Backup Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16(d) if (i) the Borrower has agreed in writing to pay all of the Primary Administrative Agent’s, Backup Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, within ten (10ii) days after demand thereforthe Primary Administrative Agent, for any incremental Taxes that may become payable by such Backup Administrative Agent or such Lender (determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or its beneficial owners) prejudiced as a result of any failure such claim and (iii) the Borrower furnishes, upon request of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Primary Administrative Agent, pursuant Backup Administrative Agent or such Lender, an opinion of tax counsel (such opinion and such counsel to clause be reasonably acceptable to the Primary Administrative Agent, Backup Administrative Agent or such Lender) to the effect that such Indemnified Taxes were wrongly or illegally imposed. This Section 2.16(d) shall not be construed to require any indemnified party to make available its Tax returns (dor any other information relating to its Taxes that it reasonably deems confidential) below, documentation evidencing to the payment of TaxesBorrower or any other Person.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, Lender for the full amount of any Indemnified Taxes paid or payable by Administrative Agent or such Lender (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.16) paid by the Administrative Agent or such Lender, 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 that the if Borrower shall reasonably believes that such Taxes were not be obligated to indemnify the Administrative Agent correctly or any Lender for any amount in respect of any such penaltieslegally asserted, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from Lender, as applicable, will use reasonable efforts to cooperate with Borrower to obtain a refund of such Taxes (which shall be repaid to Borrower) so long as such efforts would not, in the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out sole determination of the retroactive application Administrative Agent or such Lender, result in any additional out-of-pocket costs or expenses not reimbursed by such Credit Party or be otherwise materially disadvantageous to the Administrative Agent or such Lender, as applicable. The indemnity under this Section 2.16(e) shall be paid within 10 days after Administrative Agent or Lender as the case may be delivers to the Borrower a certificate stating the amount of any such Indemnified TaxTax so paid or payable. A Any Lender who delivers such a certificate as to the amount of such payment or liability Borrower shall deliver a copy thereof to Administrative Agent. The certificate 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 of the amount so paid or payable absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person 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 Authority and (II) Taxes that arise because a Loan is not treated for U.S. federal, state or local tax purposes as intended under Section 14.14 (such indemnification will include any U.S. federal, state or local income taxes necessary to make such Affected Person whole on an after-tax basis taking into account the Borrower shall not be obligated to indemnify taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person (or its related Group Agent), the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority; provided that neither the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent Agent, any Lender or any the Issuing Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent Agent, such Lender or such the Issuing Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower Credit Parties shall jointly and severally indemnify the Administrative Agent and each LenderRecipient, within ten (10) 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 provided, however, that the Borrower Credit Parties shall not be obligated required to indemnify make any payment pursuant to this Section 2.17 if the Administrative Agent or any Lender Lender, as the case may be, makes demand for any amount in respect such payment more than eighteen months after the earlier of any such penalties, interest or reasonable expenses if (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by the Administrative Agent or upon such Lender within 180 days from Person for payment of such Indemnified Taxes, and (ii) the date on which such party makes Person has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionFrom and after the Fourth Amendment Effective Date, the Borrower shall indemnify the Administrative Agent Agent, and each Lenderhold it harmless from, within ten (10) days after demand thereforany and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for any incremental purposes of determining withholding Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) imposed under FATCA, the Loans as qualifying as a result “grandfathered obligation” within the meaning of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesTreasury Regulation Section 1.1471-2(b)(2)(i).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderIssuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) paid by the Administrative Agent Agent, such Lender or such LenderIssuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a such Lender or such Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lendersuch Lender or such Issuer, shall be conclusive absent manifest error. In additionAfter any Lender or any Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or such Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide Borrower with such notice shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of not release the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesfrom its indemnification obligations under this Section 3.10.

Indemnification by the Borrower. The Borrower Obligors shall jointly and severally indemnify the Administrative Agent and each LenderRecipient, within 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that . Notwithstanding the preceding sentence, the Borrower shall not be obligated required to indemnify a Recipient pursuant to this Section 2.16(d) for any Indemnified Taxes unless such Recipient (or the Administrative Agent or any Lender on such Recipient’s behalf) notifies the Borrower of the indemnification claim for any amount in respect such Indemnified Taxes no later than 180 days after the earlier of any such penalties, interest or reasonable expenses if (i) the date on which the relevant Governmental Authority makes written demand therefor was not made by the Administrative Agent or upon such Lender within 180 days from Recipient for payment of such Indemnified Taxes, and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes to the relevant Governmental Authority (except that, if the Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the 180-day 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 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be 42 withheld or deducted from a payment to such Lender, as the case may be, Affected Person 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 Authority and (II) Taxes that arise because a Loan is not treated for U.S. federal, state, local or franchise tax purposes as intended under Section 13.14, to the Borrower shall not be obligated extent such Taxes exceed Taxes that would have been imposed had such Loan been treated as intended under Section 13.14 (such indemnification will include any U.S. federal, state or local income and franchise Taxes necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any such penaltiesAffected Person (or its related Group Agent), interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation Borrower shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any pay such Indemnified TaxTaxes directly to the relevant taxing authority or Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 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) paid by the Administrative Agent or such Lender, as the case may be, Lender in respect of any payment by or on account of any obligation of a Loan Party hereunder or under any other Credit Document and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionthe event the Lender subsequently recovers by obtaining a refund, credit or otherwise, all or part of the Borrower payment made under this Section paid by the Borrower, it shall indemnify promptly repay an equal amount to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Borrower. A Lender (or its beneficial owners) as a result shall make reasonable efforts to limit the incidence of any failure payments under this Section and seek recovery for the account of the Borrower upon the Borrower’s reasonable request at the Borrower’s expense, provided such Lender in its reasonable determination suffers no appreciable economic, legal, regulatory or other disadvantage and further provided that nothing in this Section shall require a Lender to pay disclose any Taxes when due Tax returns of such Lender or any other Tax information which such Lender deems to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesbe confidential.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not ; provided that if the Borrower reasonably believes that such Indemnified Taxes were not correctly or legally imposed asserted, each Lender will use reasonable efforts to cooperate with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower in accordance with Section 3.01(f)) so long as such efforts would not, in the sole determination of such Lender result in any additional costs, expenses or asserted by the relevant Governmental Authorityrisks or be otherwise disadvantageous to it; provided provided, further, that the Borrower shall not be obligated required to indemnify the Administrative Agent or compensate any Lender pursuant to this Section 3.01 for any amount amounts incurred in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or fiscal year for which such Lender is claiming compensation if such Lender does not furnish notice of such claim within 180 days six months from the date on which end of such party makes payment for fiscal year; provided, further, that if the circumstances giving rise to such penaltiesclaim have a retroactive effect (e.g., interest or expenses; provided further that in connection with the foregoing limitation audit of a prior tax year), then the beginning of such six-month period shall not apply be extended to any include such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a any Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person 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 Authority and (II) Taxes that arise because a Loan is not treated for U.S. federal, state, local or franchise tax purposes as intended under Section 13.14, to the Borrower shall not be obligated extent such Taxes exceed Taxes that would have been imposed had such Loan been treated as intended under Section 13.14 (such indemnification will include any U.S. federal, state or local income and franchise Taxes necessary to indemnify make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any such penaltiesAffected Person (or its related Group Agent), interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation Borrower shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any pay such Indemnified TaxTaxes directly to the relevant taxing authority or Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 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) paid by the Administrative Agent Agent, such Lender or such Lenderthe 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 Administrative Agent, such Lender or the L/C Issuer), 44 whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated required to indemnify the Administrative Agent Agent, such Lender or any Lender the L/C Issuer pursuant to the foregoing provision for any amount in respect of any such penalties, interest Indemnified Taxes or reasonable expenses if Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) for which written demand therefor notice was not made received by the Administrative Agent or Agent, such Lender within 180 days or the L/C Issuer from the appropriate Governmental Authority more than six months prior to the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any Administrative Agent, such penaltiesLender or the L/C Issuer, interest or reasonable expenses arising out as the case may be, notifies the Borrower of the retroactive application of any such Indemnified TaxTaxes or Other Taxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, together with any other documentation reasonably requested by the Borrower, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify each Agent, each Lender and the Administrative Agent and each LenderIssuing Bank, within ten (10) 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) paid by such Agent, such Lender or the Administrative Agent or such LenderIssuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative such Agent on its own behalf or on behalf of a LenderLender or the Issuing Bank, shall be conclusive absent manifest error. In additionNotwithstanding anything contained in this Section 2.10(c), none of the Agents, the Lenders, and the Issuing Bank shall be entitled to receive any payment with respect to Indemnified Taxes or Other Taxes hereunder unless such Agent, such Lender or the Issuing Bank, as applicable, makes written demand on the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) no later than 180 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand thereforupon such Agent, such Lender or the Issuing Bank, as applicable, for any incremental such Indemnified Taxes that may become payable by or Other Taxes, and (ii) the date on which such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing such Lender or the Issuing Bank has made payment of Taxessuch Indemnified Taxes or Other Taxes (except that, if such Indemnified Taxes or Other Taxes are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Indemnification by the Borrower. The (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent and Agent, each Lender, the L/C Issuer and shall make payment in respect thereof within ten thirty (1030) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender, as Lender or the case may beL/C Issuer, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or any Lender Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, for any amount in respect of which a Lender or the L/C Issuer for any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out as required by clause (ii)(x)(1) of the retroactive application of any such Indemnified Taxthis subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) paid by the Administrative Agent Agent, such Lender or such Lenderthe Issuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the 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 Issuer, shall be conclusive absent manifest error. In additionAfter any Lender or the Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or the Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide Borrower with such notice shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of not release the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesfrom its indemnification obligations under this Section 3.10.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Collateral Agent, each Lender and each the Issuing Lender, within ten (10) 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) paid by the Administrative Agent Agent, the Collateral Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower shall reasonably believes that such Taxes or Other Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent, the Collateral Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower (at the Borrower's expense) to obtain a refund of such Taxes or Other Taxes (in cash or as an offset against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 2.16(f). The Administrative Agent, the Collateral Agent or any Lender for any amount in respect agree to promptly notify the Borrower of any claim under this Section 2.16(c) of which they become aware; provided that any failure to provide such penalties, interest or reasonable expenses if written demand therefor was not made by notice shall in no way impair the Administrative Agent or such Lender within 180 days from the date on which rights of such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxdemand and receive compensation under this Section 2.16(c). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to or the Administrative Agent)Issuing Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, or by the Collateral Agent, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten thirty (1030) 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 SectionSection 2.17(d)) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not indemnify, and shall not be obligated to indemnify the Administrative Agent or any Lender indemnify, a Recipient for any amount in respect of any loss or expense arising from such penaltiesRecipient’s willful misconduct, interest gross negligence, illegal acts, or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxfraud. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionNotwithstanding the foregoing in this Section 2.17(d), the Borrower shall not be required to indemnify any Recipient pursuant to this Section 2.17(d) for any Indemnified Taxes unless such Recipient makes demand on the Administrative Agent and each Lender, within ten (10) Borrower for indemnification no later than 270 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure of the Borrower to pay any Taxes when due to date on which the appropriate relevant Governmental Authority or to deliver to makes written demand upon such Administrative Agent, pursuant to clause (d) below, documentation evidencing the Recipient for payment of such Indemnified Taxes and (ii) the date on which such Recipient has made payment of such Indemnified Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to setting forth in reasonable detail the basis for such claims and the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest errorprima facie evidence thereof. In additionThe Borrower shall not have any liability for any claim that is attributable to any period of time occurring more than 270 days prior to the date of any certificate delivered pursuant to the preceding sentence; provided, that if the event or circumstances giving rise to any payment is retroactive, the Borrower shall indemnify 270-day period referred to above will be extended to include the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result period of any failure retroactive effect of the Borrower to pay any Taxes when due to the appropriate Governmental Authority event or to deliver circumstance giving rise to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxespayment.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Issuing Lender and each Lender, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) attributable to the Borrower under any Loan Document and paid by the Administrative Agent or such Lender, as the case may be, Lender or such Issuing Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an 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 an Issuing Lender, shall be conclusive absent manifest error. In addition, provided that if the Borrower shall indemnify has satisfied its indemnity obligation and delivers to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes an opinion of nationally recognized counsel to the effect that may become payable it is more likely than not that such assertion by such Administrative Agent or Lender (or its beneficial owners) the Governmental Authority is incorrect as a result matter of any failure law, each Lender shall reasonably assist the Borrower in contesting such Taxes (at the sole expense of the Borrower Borrower) and seeking refund thereof and, provided further that such assistance shall not be construed to pay impose on any Taxes when due Lender an obligation to the appropriate Governmental Authority disclose information it reasonably considers confidential or to deliver to proprietary or arrange its tax affairs other than as such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesLender sees fit.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent each Agent, and each Lender, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) paid payable by the Administrative Agent such Agent, or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, such Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Agent or such Lender, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided, further, that the Borrower shall not be obligated required to indemnify the Administrative compensate any Agent or any Lender pursuant to this Section 3.01(c) for any amount in respect amounts paid more than twelve months prior to the date such Lender or such Agent, as the case may be, notifies the Borrower of such Lender’s or such Agent’s intention to claim compensation therefor to the extent any portion of such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative amounts are directly attributable to such Agent or Lender’s failure to provide notice within the required period, but if the circumstances giving rise to such Lender within 180 days from claim have a retroactive effect (e.g., in connection with the date on which audit of a prior tax year), then such party makes payment for twelve-month period shall be extended to include such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 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) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability setting forth in reasonable detail the computations made to determine such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In additionNotwithstanding the foregoing, the Borrower shall indemnify not be liable for the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result reimbursement of any failure interest, penalties or expenses relating to Indemnified Taxes or Other Taxes arising from the gross negligence or willful misconduct of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant any Lender or the L/C Issuer in taking any action it was required to clause (d) below, documentation evidencing the payment of Taxestake.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) paid by the Administrative Agent Agent, such Lender or such Lenderthe Issuer, as the case may be, and, without duplication, any CVS Caremark 2013 Amended and any Restated Credit Agreement EXECUTION COPY penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the 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 Issuer, shall be conclusive absent manifest error. In additionAfter any Lender or the Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or the Issuer (as the case may be) will as soon as reasonable practicable notify the Borrower thereof; provided that the failure to provide Borrower with such notice shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of not release the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesfrom its indemnification obligations under this Section 3.10.

Indemnification by the Borrower. (i) The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe L/C Issuer, within ten (10) 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) paid by the Administrative Agent Agent, such Lender or such Lenderthe L/C Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or any Lender Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount in respect of which a Lender or the L/C Issuer for any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out as required by clause (ii) of the retroactive application of any such Indemnified Taxthis subsection. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and hereby indemnifies each LenderRecipient, within 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that provided, however, the Borrower shall not be obligated required to indemnify the Administrative Agent or any Lender a Recipient pursuant to this Section 2.17(d) for any amount in respect of any Indemnified Taxes unless such penalties, interest or reasonable expenses if Recipient makes written demand therefor was not made by on the Administrative Agent or Borrower for indemnification no later than nine months after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon such Lender within 180 days from Recipient for payment of such Indemnified Taxes and (ii) the date on which such party makes Recipient has made payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxTaxes (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 shall be 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, and shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, Lender for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify . If the Administrative Agent or any Lender for any amount in respect of any such penaltiesdesires indemnification under this Section 3.01(c), interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 Lender, as the case may be, shall notify the Borrower of the payment of the applicable Indemnified Taxes or Other Taxes as promptly as is practicable, and in no event later than one hundred twenty (120) days from after the later of the date on which of such party makes payment (or, if later, the date the Administrative Agent or such Lender, as the case may be, is notified of its obligation to make such payment by the applicable Governmental Authority). If the Administrative Agent or such Lender, as the case may be, fails to prove such notice to the Borrower within one hundred twenty (120) days after the date of such payment (or, if later, the date the Administrative Agent or such Lender, as the case may be, is notified of its obligation to make such payment by the applicable Governmental Authority), the Administrative Agent or such Lender, as the case may be, shall not be entitled to indemnification under this Section 3.01(c) for such penaltiespayment. Payment by the Borrower pursuant to this Section 3.01(c) shall be made within thirty (30) days after the date the Administrative Agent or such Lender, interest or expenses; provided further that as the foregoing limitation case may be, makes written demand therefore (submitted through the Administrative Agent in the case of a demand by a Lender) which demand shall not apply to any such penalties, interest or be accompanied by a certificate describing in reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to detail the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesand the basis thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent each Lender Party and each LenderRecipient (and if such Lender Party or Recipient is not the Beneficial Owner, the Beneficial Owner), within ten five (105) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by such Lender Party, Recipient or Beneficial Owner with respect to any payment by or obligation of the Borrower under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of any such payment or liability delivered to the Borrower Company by a Lender Party on its own behalf (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender Party, shall be conclusive absent manifest error. Any indemnification claim by a Beneficial Owner that is not a Recipient shall be asserted by the applicable Recipient on behalf of such Beneficial Owner. In addition, the Borrower shall indemnify the Administrative Agent each Recipient and each LenderBeneficial Owner, within ten five (105) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent Recipient or Lender (or its beneficial owners) Beneficial Owner as a result of any failure of the Borrower any Obligor to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative the Agent, pursuant to clause (de) (Status of Lenders) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) paid by the Administrative Agent Agent, such Lender or such Lenderthe Issuer, as the case may be, and and, without duplication, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a such Lender or the Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lendersuch Lender or the Issuer, shall be conclusive absent manifest error. In additionAfter any Lender or the Issuer (as the case may be) learns of the imposition of any Indemnified Taxes or Other Taxes, such Lender or the Issuer (as the case may be) will as soon as reasonably practicable notify the Borrower thereof; provided that the failure to provide Borrower with such notice shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of not release the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesfrom its indemnification obligations under this Section 3.10.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 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 - 98 - LEGAL_1:80104424.8 asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, Lender in respect of any payment by or on account of any obligation of a Loan Party hereunder or under any other Credit Document and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionthe event the Lender subsequently recovers by obtaining a refund, credit or otherwise, all or part of the Borrower payment made under this Section paid by the Borrower, it shall indemnify promptly repay an equal amount to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Borrower. A Lender (or its beneficial owners) as a result shall make reasonable efforts to limit the incidence of any failure payments under this Section and seek recovery for the account of the Borrower upon the Borrower’s reasonable request at the Borrower’s expense, provided such Lender in its reasonable determination suffers no appreciable economic, legal, regulatory or other disadvantage and further provided that nothing in this Section shall require a Lender to pay disclose any Taxes when due Tax returns of such Lender or any other Tax information which such Lender deems to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause be confidential. (d) below, documentation evidencing the payment of Taxes.4)

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Lead Administrative Agent), or by the Lead Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall indemnify the Lead Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay indefeasibly to the Lead Administrative Agent as required pursuant to Section 2.17(e) below. To the extent that the Borrower indemnifies the Lead Administrative Agent pursuant to the immediately preceding sentence for (A) an amount described in Section 2.17(e)(ii) or 2.17(e)(iii) or (B) an amount described in Section 2.17(e)(i) for which the Borrower has already indemnified an applicable Lender, the applicable Lender (or its beneficial owners) as a result of any failure of shall indemnify the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to extent of such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxespayment.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, Lender within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or the Lender (or its beneficial owners) as a result of any failure of the Borrower any Credit Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agentthe Lender, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderHolder, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.19) paid by the Administrative Agent Agent, such Lender or such LenderHolder, as the case may be, and any penalties, interest and reasonable expenses (including the fees, charges and disbursements of counsel, which fees, charges and disbursements of counsel shall be on the same terms and subject to the same limitations as provided in Section 9.04(b), provided that successful recovery of such fees, charges and disbursements of counsel pursuant to this Section 2.19(c) by the Administrative Agent or any Lender or Holder shall preclude such Administrative Agent or such Lender or Holder from receiving duplicative indemnification for these same fees, charges or disbursements of counsel under Section 9.04(b) of this Agreement) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that , other than penalties, interest and expenses to the Borrower shall not be obligated extent solely and directly attributable to indemnify the gross negligence or willful misconduct, as determined by a final and nonappealable judgment of a court of competent jurisdiction, of such Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxHolder. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Holder (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or Holder, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Collateral Agent, each Lender and each Issuing Lender, within ten (10) 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) paid by the Administrative Agent Agent, the Collateral Agent, such Lender or such Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower shall reasonably believes that such Taxes or Other Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent, the Collateral Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower (at the Borrower’s expense) to obtain a refund of such Taxes or Other Taxes (in cash or as an offset against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 2.16(f). The Administrative Agent, the Collateral Agent or any Lender for any amount in respect agree to promptly notify the Borrower of any claim under this Section 2.16(c) of which they become aware; provided that any failure to provide such penalties, interest or reasonable expenses if written demand therefor was not made by notice shall in no way impair the Administrative Agent or such Lender within 180 days from the date on which rights of such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxdemand and receive compensation under this Section 2.16(c). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent)or Issuing Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Lender, or by the Collateral Agent, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within 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) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, 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 that if the Borrower shall reasonably believes that such Indemnified Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent or any Agent, Issuing Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from Lender, as the date on which such party makes payment for such penaltiescase may be, interest or expenses; provided further that will use reasonable efforts to cooperate with the foregoing limitation shall not apply Borrower (at the Borrower’s expense) to any such penalties, interest or reasonable expenses arising out obtain a refund of the retroactive application of any such Indemnified TaxTaxes (in cash or as a credit against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 4.1l(f). A certificate as to the amount of such payment or liability (along with a copy of any applicable documents from the Internal Revenue Service or other Governmental Authority that asserts such claim as to Indemnified Taxes) delivered to the 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Issuing Bank, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be 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, and shall be conclusive absent manifest error. In additionNotwithstanding the foregoing, the Borrower shall indemnify not be required to compensate the Administrative Agent and each LenderAgent, within ten any Lender or the Issuing Bank pursuant to this Section 5.03(c) for any Indemnified Taxes to the extent that such Indemnified Taxes (10i) are attributable to the period beginning 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, Lender or Issuing Bank received written notice of the imposition of the Indemnified Taxes if such Administrative Agent, Lender or Issuing Bank has not made a written demand for compensation pursuant to clause this Section 5.03(c) within 180 days after the receipt of such written notice, and (dii) below, documentation evidencing the payment of Taxeswould not have been imposed if such Lender had designated a different lending office pursuant to Section 5.04(a) or such Lender had been replaced pursuant to Section 5.04(b).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and hereby indemnifies each LenderRecipient, within 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 . Promptly upon having knowledge that the Borrower shall not be obligated to indemnify any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Lender, the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority; provided that neither the Administrative Agent or such nor any Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall indemnify hereby indemnifies the Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent or as required by Section 7.6(e). Each Lender (or its beneficial owners) as a result of shall indemnify the Borrower, and shall make payment in respect thereof, within ten days after demand therefor, for any failure of amount that the Borrower is required to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, Agent pursuant to clause (d) below, documentation evidencing the payment of Taxesimmediately preceding sentence.

Indemnification by the Borrower. The Without duplication of Section 3.01(a), the Borrower shall indemnify the Administrative Agent and each Lender, within ten on or before the date that is thirty (1030) days after written demand therefor, for the full amount of any Indemnified Taxes in respect of payments under any Loan Document or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid that are imposed on or payable by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretotherefrom, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to setting forth the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionIf the Borrower reasonably believes that there is an appropriate basis to pursue a refund of any Indemnified Tax or Other Tax indemnified by the Borrower under this Section 3.01(c), or for which any Obligor has paid additional amounts under Section 3.01, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or the Lender (as applicable) shall, upon the Borrower’s written request and at the Borrower’s expense, pursue such refund; provided that the Agent or its beneficial owners) as a result of any failure of Lender shall not be obligated to pursue any such refund if the Agent or such Lender reasonably determines in good faith that it would be materially disadvantaged or prejudiced, or subject to any out-of-pocket unreimbursed cost or expense, by pursuing such refund. Any refund described in the preceding sentence that is received by the Agent or any Lender shall be payable to the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesextent provided in Section 3.01(f).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) attributable to the Borrower under any Loan Document and paid by the Administrative Agent or such Lender, as the case may be, Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto; provided, 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 obligated to indemnify make payment to the Administrative Agent or any Lender for any amount pursuant to this Section in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes or Other Taxes, if such penalties, interest and other liabilities are attributable to the gross negligence or reasonable expenses if written demand therefor was not made by willful misconduct of the Administrative Agent or such Lender. After the Administrative Agent or any Lender learns of the imposition of Indemnified Taxes or Other Taxes, the Administrative Agent or such Lender within 180 will promptly notify the Borrower of its Obligations hereunder; provided that the Borrower shall only be required to indemnify the Administrative Agent or such Lender for any interest and penalties imposed in respect of such Indemnified Taxes and Other Taxes pursuant to this Section 5.05(c) so long as such interest and penalties have accrued on or after the day which is 120 days from prior to the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent or such Lender first made demand therefor; provided, further, that, other than as specifically set forth herein, in no event shall any failure or delay on its own behalf or on behalf the part of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for or any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result to provide prompt notice of the imposition of any failure of the Borrower to pay any Indemnified Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, Other Taxes pursuant to clause (d) below, documentation evidencing this sentence affect the payment of TaxesBorrower’s Obligations under this Section.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within ten (10) 30 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) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify an Affected Person under this Section 4.03(c) for the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result portion of any failure penalties, interest or expenses of Indemnified Taxes incurred more than 180 days prior to the earlier of (i) the date on which the Affected Person receives from the relevant Governmental Authority written notice of the Borrower to pay any imposition of such Indemnified Taxes, and (ii) the date on which such Affected Person has made payment of such Indemnified Taxes; provided that if the Indemnified Taxes when due to the appropriate Governmental Authority imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderCredit Party, within ten (10) 30 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) payable or paid by the Administrative Agent such Credit Party or required to be withheld or deducted from a payment to such Lender, as the case may be, Credit Party 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender such Credit Party (with a copy to the Administrative Agent, unless the Agent is such Credit Party), or by the Administrative Agent on its own behalf or on behalf of a Lenderany other Credit Party, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify a Credit Party for any accrued Indemnified Taxes under this Section 2.15(c) unless such Credit Party notifies the Administrative Agent and each Lender, within ten (10) Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender the earlier of (or its beneficial ownersi) as a result of any failure the date on which the Credit Party receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which such Credit Party has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower's obligation to pay any indemnify such Credit Party for such Indemnified Taxes when due accrued after such earlier date if such Credit Party has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.15(c); and provided further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Paying Agent, the Collateral Agent, each Lender and each Lenderthe Fronting Bank, within ten (10) 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) paid by the Administrative Agent Agent, the Paying Agent, the Collateral Agent, such Lender or such Lenderthe Fronting Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower shall reasonably believes that such Taxes or Other Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent Agent, the Paying Agent, the Collateral Agent, such Lender or any the Fronting Bank, as the case may be, will use reasonable efforts to cooperate with the Borrower (at the Borrower's expense) to obtain a refund of such Taxes or Other Taxes (in cash or as an offset against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 2.16(f). The Administrative Agent, the Paying Agent, the Collateral Agent, each Lender for any amount in respect and the Fronting Bank agree to promptly notify the Borrower of any claim under this Section 2.16(c) of which they become aware; provided that any failure to provide such penalties, interest or reasonable expenses if written demand therefor was not made by notice shall in no way impair the Administrative Agent or such Lender within 180 days from the date on which rights of such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxdemand and receive compensation under this Section 2.16(c). A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to or the Administrative Agent)Fronting Bank, or by the Administrative Paying Agent on its own behalf or on behalf of a LenderLender or the Fronting Bank, or by the Collateral Agent, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and Agent, a Lender or each LenderIssuing Bank, within ten thirty (1030) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.03) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to of the Administrative Agent, such Lender or an Issuing Bank setting forth the type and rate of tax and the amount of such payment or liability under this Section 5.03 shall be 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, and shall be conclusive absent manifest error. In additionNotwithstanding any provision to the contrary herein or in any other Loan Document, neither the Borrower nor a Guarantor shall indemnify any Person for, or pay any additional amounts with respect to, any Excluded Taxes, except to the extent provided in the last sentence of this paragraph (c). The Borrower shall also indemnify the Administrative Agent and each LenderAgent, within ten (10) days after demand therefor, for any incremental amount which a Lender for any reason fails to pay to the Administrative Agent as required by Section 5.03(d)(ii) below, except to the extent such Taxes that may become are paid or payable by such the Administrative Agent or Lender (or its beneficial ownersunder Section 5.03(d)(ii) as a result of any failure of its gross negligence or willful misconduct; provided that, such Lender shall indemnify the Borrower to pay the extent of any Taxes when due such payment the Borrower makes to the appropriate Governmental Authority or to deliver to such Administrative Agent, Agent pursuant to clause (d) below, documentation evidencing the payment of Taxesthis sentence.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each Lenderthe Credit-Linked L/C Issuer, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such Lenderthe Credit-Linked L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Credit-Linked 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 Credit-Linked L/C Issuer, shall be conclusive absent manifest error. In addition, ; provided that the Borrower shall indemnify not be required to compensate the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, any Lender or the Credit-Linked L/C Issuer pursuant to clause (d) belowthe foregoing provisions of this Section for any Indemnified Taxes or Other Taxes that are paid, documentation evidencing incurred or accrued more than nine months prior to the payment date that the Administrative Agent, such Lender or the Credit-Linked L/C Issuer, as the case may be, notifies the Borrower of Taxessuch Indemnified Taxes or Other Taxes and of such Person’s intention to claim indemnification therefore.

Indemnification by the Borrower. The Without duplication of Section 3.10(a), the Borrower shall indemnify the Administrative each Agent and each Lender, within ten (10) days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including NYDOCS02/1101669.11101669.12 [NEWYORK 3267283_1] -52- Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10(c)) paid imposed on or payable by the Administrative such Agent or such Lender, as the case may be, and with respect to this Agreement or any penaltiesother Loan Document, interest and reasonable expenses arising therefrom or with respect theretotherefrom, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to setting forth the amount of such payment or liability (together with a copy of any applicable documents from the IRS or other Governmental Authority that asserts such claim) delivered to the Borrower by a Lender (with a copy to the Administrative relevant Agent), or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionIf the Borrower reasonably believes that there is an appropriate basis to pursue a refund (whether received in cash or applied as an offset against other Taxes due) of any Indemnified Tax or Other Tax indemnified by the Borrower under this Section 3.10(c), or for which any Loan Party has paid additional amounts under Section 3.10(a), the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative affected Agent or Lender (as applicable) shall, upon the Borrower’s written request and at the Borrower’s expense, pursue such refund; provided that no Agent or its beneficial owners) as a result of Lender shall be obligated to pursue any failure of such refund if such Agent or Lender determines in good faith that it would be materially disadvantaged or prejudiced, or subject to any unreimbursed cost or expense, by pursuing such refund. Any refund described in the preceding sentence that is received by any Agent or Lender shall be payable to the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesextent provided in Section 3.10(h).

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 30 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 SectionSection 2.14) payable or paid by the Administrative Agent Lender or such Lender, as required to be withheld or deducted from a payment to the case may be, Lender 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, the Borrower shall not be required to indemnify the Administrative Agent and each Lender, within ten (10Lender for any accrued Indemnified Taxes under this Section 2.14(c) unless the Lender notifies the Borrower of such indemnification claim no later than 180 days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or the earlier of (i) the date on which the Lender (or its beneficial owners) as a result of any failure receives from the relevant Governmental Authority written notice of the Borrower imposition of such Indemnified Taxes, and (ii) the date on which the Lender has made payment of such Indemnified Taxes; provided that the foregoing shall not limit the Borrower’s obligation to pay any indemnify the Lender for such Indemnified Taxes when due accrued after such earlier date if the Lender has given timely notice thereof to the appropriate Governmental Authority Borrower under this Section 2.14(c); provided, further, that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment period of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, and each Lender, within ten (10) 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) attributable to the Borrower under any Loan Document and paid by the Administrative Agent or such Lender, as the case may be, Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, provided that if the Borrower shall indemnify has satisfied its indemnity obligation and delivers to the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes an opinion of nationally recognized counsel to the effect that may become payable it is more 5-YEAR REVOLVING CREDIT AGREEMENT likely than not that such assertion by such Administrative Agent or Lender (or its beneficial owners) the Governmental Authority is incorrect as a result matter of any failure law, each Lender shall reasonably assist the Borrower in contesting such Taxes (at the sole expense of the Borrower Borrower) and seeking refund thereof and, provided further that such assistance shall not be construed to pay impose on any Taxes when due Lender an obligation to the appropriate Governmental Authority disclose information it reasonably considers confidential or to deliver to proprietary or arrange its tax affairs other than as such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of TaxesLender sees fit.

Indemnification by the Borrower. (i) The Borrower shall indemnify the Administrative Agent Agent, each Lender and each LenderL/C Issuer, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes in connection with this Agreement (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent Agent, such Lender or such LenderL/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or any Lender Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount in respect of which a Lender or an L/C Issuer for any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefeasibly to the Administrative Agent or as required by clause (ii) of this subsection, except to the extent that such Lender within 180 days failure is determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the date on which such party makes payment for such penalties, interest Administrative Agent’s gross negligence or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Taxwillful misconduct. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or an L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, Lender for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify . If the Administrative Agent or any Lender for any amount in respect of any such penaltiesdesires indemnification under this Section 3.01 (c), interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 Lender, as the case may be, shall notify the Borrower of the payment of the applicable Indemnified Taxes or Other Taxes as promptly as is practicable, and in no event later than one hundred twenty (120) days from after the later of the date on which of such party makes payment (or, if later, the date the Administrative Agent or such Lender, as the case may be, is notified of its obligation to make such payment by the applicable Governmental Authority). If the Administrative Agent or such Lender, as the case may be, fails to prove such notice to the Borrower within one hundred twenty (120) days after the date of such payment (or, if later, the date the Administrative Agent or such Lender, as the case may be, is notified of its obligation to make such payment by the applicable Governmental Authority), the Administrative Agent or such Lender, as the case may be, shall not be entitled to indemnification under this Section 3.01(c) for such penaltiespayment. Payment by the Borrower pursuant to this Section 3.01 (c) shall be made within thirty (30) days after the date the Administrative Agent or such Lender, interest or expenses; provided further that as the foregoing limitation case may be, makes written demand therefore (submitted through the Administrative Agent in the case of a demand by a Lender) which demand shall not apply to any such penalties, interest or be accompanied by a certificate describing in reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to detail the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesand the basis thereof.

Indemnification by the Borrower. The Each Borrower shall indemnify the Administrative Agent and hereby indemnifies each LenderRecipient, within 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 SectionSection 2.8) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 . Promptly upon having knowledge that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penaltiesIndemnified Taxes have been levied, interest imposed or reasonable expenses if written demand therefor was not made assessed, and promptly upon notice by the Administrative Agent or the Lender, the Borrowers shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority, provided that neither the Administrative Agent nor the Lender within 180 days from the date on which shall be under any obligation to provide any such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply notice to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower Borrowing Agent by a the Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a the Lender, shall be conclusive absent manifest error. In addition, the Each Borrower shall indemnify hereby indemnifies the Administrative Agent Agent, and each Lendershall make payment in respect thereof, within ten (10) days after demand therefor, for any incremental Taxes amount that may become payable by such the Lender for any reason fails to pay indefeasibly to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.required by Section 2.8

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 30 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In additionNotwithstanding anything herein to the contrary, no Recipient shall be indemnified for any Indemnified Taxes under this Section 2.16(d) unless such Recipient shall make written demand on the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) for such reimbursement no later than 180 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand thereforupon such Recipient for such Indemnified Taxes, for any incremental and (ii) the date on which such Recipient has made payment of such Indemnified Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate relevant Governmental Authority Authority; provided that if the Indemnified Taxes imposed or to deliver asserted giving rise to such Administrative Agentclaims are retroactive, pursuant then the 180-day period referred to clause (d) below, documentation evidencing above shall be extended to include the payment of Taxesretroactive effect thereof.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Lead Administrative Agent), or by the Lead Administrative Agent on Exhibit 10.50 its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall indemnify the Lead Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay indefeasibly to the Lead Administrative Agent as required pursuant to Section 2.17(e) below. To the extent that the Borrower indemnifies the Lead Administrative Agent pursuant to the immediately preceding sentence for (A) an amount described in Section 2.17(e)(ii) or 2.17(e)(iii) or (B) an amount described in Section 2.17(e)(i) for which the Borrower has already indemnified an applicable Lender, the applicable Lender (or its beneficial owners) as a result of any failure of shall indemnify the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to extent of such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxespayment.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within ten thirty (1030) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.11) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that . Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify make payment to the Administrative Agent or any Agent, each Lender for any amount in and the Issuing Lender, as applicable, with respect of any such to penalties, interest or reasonable and expenses if (i) written demand therefor was not made by the Administrative Agent or such Lender within 180 ninety (90) days from the date on which such party makes payment for such penaltiesAdministrative Agent, interest Lender or expenses; provided further that the foregoing limitation shall not apply to any such penaltiesIssuing Lender, interest or reasonable expenses arising out as applicable, received written notice of the retroactive application imposition of any Indemnified Taxes or Other Taxes or (ii) such Indemnified Taxamounts arose or accrued after the Borrower’s satisfaction of the indemnification obligations for which the applicable written demand was made pursuant to clause (i) above. A certificate as to the amount of such payment or liability delivered to the 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall shall, and does hereby, indemnify the Administrative Agent and Agent, each Lender, the L/C Issuer and shall make payment in respect thereof within ten thirty (1030) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender, as Lender or the case may beL/C Issuer, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the . The Borrower shall not be obligated to also, and does hereby, indemnify the Administrative Agent or any Lender Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, for any amount in respect of which a Lender or the L/C Issuer for any such penalties, interest or reasonable expenses if written demand therefor was not made by reason fails to pay indefea-sibly to the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out as required by clause (ii)(x)(1) of the retroactive application of any such Indemnified Taxthis subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or the L/C Issuer, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent each Agent, and each Lender, within ten (10) 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) paid payable by the Administrative Agent such Agent, or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, such Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes so long as such efforts would not, in the sole determination of such Agent or such Lender, as the case may be, result in any additional costs, expenses or risks or be otherwise disadvantageous to it; provided, further, that the Borrower shall not be obligated required to indemnify the Administrative compensate any Agent or any Lender pursuant to this Section 3.01(c) for any amount in respect amounts paid more than twelve months prior to the date such Lender or such Agent, as the case may be, notifies the Borrower of such Lender’s or such Agent’s intention to claim compensation therefor to the extent any portion of such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative amounts are directly attributable to such Agent or Lender’s failure to provide notice within the required period, but if the circumstances giving rise to such Lender within 180 days from claim have a retroactive effect (e.g., in connection with the date on which audit of a prior tax year), then such party makes payment for twelve-month period shall be extended to include such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent)Lender, or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderRecipient, within ten (10) 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 SectionSection 3.01(d)) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Lender, as the case may be, 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 that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the The Borrower shall also, and does hereby, jointly and severally indemnify the Administrative Agent Agent, and each Lender, shall make payment in respect thereof within ten (10) 10 days after demand therefor, for any incremental Taxes that may become payable by such amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, required pursuant to clause (dSection 3.01(e) below, documentation evidencing net of any amounts the payment of Taxes.Administrative Agent has received as a set off against such Lender pursuant to Section 3.01(e) below; provided 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. ​

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not ; provided that if the Borrower reasonably believes that such Indemnified Taxes were not correctly or legally imposed asserted, each Lender will use reasonable efforts to cooperate with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower in accordance with Section 3.01(f)) so long as such efforts would not, in the sole determination of such Lender result in any additional costs, expenses or asserted by the relevant Governmental Authorityrisks or be otherwise disadvantageous to it; provided further, that the Borrower shall not be obligated required to indemnify the Administrative Agent or compensate any Lender pursuant to this Section 3.01 for any amount amounts incurred in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or fiscal year for which such Lender is claiming compensation if such Lender does not furnish notice of such claim within 180 days six months from the date on which end of such party makes payment for such penalties, interest or expensesfiscal year; provided further further, that if the foregoing limitation circumstances giving rise to such claim have a retroactive effect (e.g., in connection with the audit of a prior tax year), then the beginning of such six-month period shall not apply be extended to any include such penalties, interest or reasonable expenses arising out period of the retroactive application of any such Indemnified Taxeffect. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a any Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each LenderAffected Person, within 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 SectionSection 4.03) payable or paid by the Administrative Agent such Affected Person or required to be withheld or deducted from a payment to such Lender, as the case may be, Affected Person 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 . Promptly upon having knowledge that the Borrower shall not be obligated to indemnify any such Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Lender for any amount in respect of any Affected Person (or its related Group Agent), the Borrower shall pay such penalties, interest Indemnified Taxes directly to the relevant taxing authority or reasonable expenses if written demand therefor was not made by Governmental Authority; provided that neither the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation nor any Affected Person shall not apply be under any obligation to provide any such penalties, interest or reasonable expenses arising out of notice to the retroactive application of any such Indemnified TaxBorrower. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lenderan Affected Person, shall be conclusive absent manifest error. In additionNotwithstanding anything to the contrary herein, the Borrower Servicer shall indemnify each Affected Person for the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result full amount of any failure Taxes described in this Section 4.03 to the extent that the Borrower has not already indemnified such Affected Person for such Taxes and without limiting any obligation of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxesdo so.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, Lender within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error. The Borrower shall also indemnify the Administrative Agent, within 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 by paragraph (g) below; provided that, such Lender shall indemnify the Borrower to the extent of any payment the Borrower makes to the Administrative Agent pursuant to this sentence. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or any Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below), documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, the Issuing Lender and each Lender, Lender within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by (or required to be withheld or deducted on payments to) the Administrative Agent Agent, the Issuing Lender or such Lender, as the case may be, Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent Agent, the Issuing Lender or any Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent Agent, the Issuing Lender or such Lender within 180 ninety (90) days from the date on which such party makes payment for such penalties, interest or expenses; provided further that the foregoing limitation shall not apply to any such penalties, interest or reasonable expenses arising out of the retroactive application of any such Indemnified Tax or Other Tax. A certificate as to the amount of such payment or liability delivered to the 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent Agent, each Lender and each the Issuing Lender, within 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) paid by the Administrative Agent Agent, such Lender or such the Issuing Lender, 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 that if the Borrower shall reasonably believes that such Indemnified Taxes were not be obligated to indemnify correctly or legally asserted, the Administrative Agent or any Agent, Issuing Lender for any amount in respect of any such penalties, interest or reasonable expenses if written demand therefor was not made by the Administrative Agent or such Lender within 180 days from Lender, as the date on which such party makes payment for such penaltiescase may be, interest or expenses; provided further that will use reasonable efforts to cooperate with the foregoing limitation shall not apply Borrower (at the Borrower's expense) to any such penalties, interest or reasonable expenses arising out obtain a refund of the retroactive application of any such Indemnified TaxTaxes (in cash or as a credit against another existing tax liability), the benefit of which refund shall be returned to the Borrower to the extent provided in Section 4.13(f). A certificate as to the amount of such payment or liability (along with a copy of any applicable documents from the Internal Revenue Service or other Governmental Authority that asserts such claim as to Indemnified Taxes) delivered to the 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. In addition, the Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Administrative Agent or Lender (or its beneficial owners) as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Administrative Agent, pursuant to clause (d) below, documentation evidencing the payment of Taxes.