Common use of Indemnification by the Lenders Clause in Contracts

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Credit Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.8 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the nature and amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.4(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 this Agreement relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 12.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Obligor has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Obligors to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 13.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Non-Conduit Lender shall severally indemnify each Funding Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Non-Conduit Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such Funding Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Non-Conduit Lender, in each case, that are payable or paid by such a Funding Agent in connection with any Loan Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Non-Conduit Lender by an its Funding Agent shall be conclusive absent manifest error. Each Non-Conduit Lender hereby authorizes each its Funding Agent to set off and apply any and all amounts at any time owing to such Non-Conduit Lender under any Loan Transaction Document or otherwise payable by such Funding Agent to the Non-Conduit Lender from any other source against any amount due to such Funding Agent under this paragraph (eE).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 30 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with this Agreement or any Loan DocumentNote, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any Loan Document Note or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Credit Party has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 11.10(c) hereof relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 14.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Committed Lender shall severally indemnify each Funding Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Committed Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such Funding Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Committed Lender, in each case, that are payable or paid by such a Funding Agent in connection with any Loan Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Committed Lender by an its Funding Agent shall be conclusive absent manifest error. Each Committed Lender hereby authorizes each its Funding Agent to set off and apply any and all amounts at any time owing to such Committed Lender under any Loan Transaction Document or otherwise payable by such Funding Agent to the Lender from any other source against any amount due to such Funding Agent under this paragraph (eE).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the applicable Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Company has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderLxxxxx’s failure to comply with the provisions of Section 11.06 14.1(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) thirty days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Company has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Documentthis Agreement or the Notes, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document this Agreement or the Notes or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Credit Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.10 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s 's failure to comply with the provisions of Section 11.06 12.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 13.1(i) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (e)paragraph.

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Documentthis Agreement, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document this Agreement or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Credit Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 13.5(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (eh). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Agent.

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 14.05(g) relating to the maintenance of a Participant Register Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph clause (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties Borrower have not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Credit Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 12.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.06(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties Borrowers have not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties Borrower have not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 ‎Section 10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental AuthorityAuthority and (iii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.07(d)(ii) relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 12.1(i) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e). The agreements in paragraph (e) shall survive the resignation and/or replacement of the Agent.

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderLexxxx’s failure to comply with the provisions of Section 11.06 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any [[3596554]] and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 this Agreement relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).. (d)

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 11.11(b) relating to the maintenance of a Participant Register Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 11.16 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph subsection (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified such Agent for such Indemnified Taxes and without expanding or limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with this Agreement or any Loan DocumentNote, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any Loan Document Note or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 10.06(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 15 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Company has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.05(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were ​ Certain identified information has been excluded from the document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. ​ correctly or legally imposed or asserted by the relevant Governmental Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable and documented expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each AgentAgents, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the a Loan Parties have Party has not already indemnified such Agent Agents for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such LenderLxxxxx’s failure to comply with the provisions of Section 11.06 14.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent Agents in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any such Lender by an Agent Agents shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent Agents to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agents to such Agent to the Lender from any other source against any amount due to such Agent Agents under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s 's failure to comply with the provisions of Section 11.06 8.9(g) relating to the maintenance of a Participant Register Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.6(h) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each AgentAgents, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the a Loan Parties have Party has not already indemnified such Agent Agents for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 14.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent Agents in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any such Lender by an Agent Agents shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent Agents to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agents to such Agent to the Lender from any other source against any amount due to such Agent Agents under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the any Loan Parties Party to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to -62- such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, Agent for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Company has not already indemnified such Agent for such Indemnified Taxes therefor and without limiting the obligation of the Loan Parties Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.6(h)(i) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, Credit Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Administrative Agent shall be conclusive absent manifest error. Such payment shall be due within ten days of such Xxxxxx’s receipt of such certificate. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Document or otherwise payable by such any Agent to the such Lender from any other source against any amount due to such Agent under this paragraph (eg).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not no Credit Party has already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.6(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such any Agent in connection with any Loan Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the any Agent shall be conclusive presumed correct absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (eSection 2.20(e).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.04(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an any Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the such Lender from any other source against any amount due to such Agent under this paragraph (e)paragraph.

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s 's failure to comply with the provisions of Section 11.06 this Agreement relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 12.5(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any -49 time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties Borrowers have not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 13.2.4 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Documentthis Agreement, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document this Agreement or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.14(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 14.1(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days 10 Business Days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Company has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.07 (d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days 10 Business Days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Company has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties such Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.06(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an any Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such any Agent to the Lender from any other source against any amount due to such any Agent under this paragraph (e)paragraph.

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Company has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 15 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the any Loan Parties have Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 9.05(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Credit Party has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 13.09 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest demonstrable error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph subsection (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.06(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).. (f) Status of Lenders. 81

Indemnification by the Lenders. Each Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the a Loan Parties have Party has not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 15.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (d). (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 11.11(b) relating to the maintenance of a Participant Register Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 12.16.4 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e). The agreements in paragraph (e) shall survive the resignation and/or replacement of the Agent.

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the Lender from any other source against any amount due to such the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify each the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have any Borrower has not already indemnified such the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 10.06(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such the Agent to the such Lender from any other source against any amount due to such the Agent under this paragraph (e).. (f)