Common use of Tax Indemnification Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Tax Indemnification. All payments on the Purchased Receivables or otherwise made hereunder from the Account Debtors, the Servicer and the Seller will be made free and clear of any present or future taxes, levies, imposts, energy surcharges, duties, deductions, withholdings, assessments, fees or other charges whatsoever, including any interest, additions to tax or penalties applicable thereto, but excluding any taxes resulting from (a1) Each Borrower a Buyer’s failure to comply with clause (ii) below or (2) a Buyer’s assignment of its interests under this Agreement (and for the avoidance of doubt not including taxes imposed upon each Buyer with respect to its overall net income), including whether imposed on the making of such a payment or whether arising by reason of the sale of the Purchased Receivables to each Buyer or relating to the underlying transactions between the applicable Originator and the related Account Debtors that gave rise to such Purchased Receivables (any such taxes, “Transaction Taxes”) and Other Taxes, and the sum payable to each Buyer shall be increased to the extent necessary to ensure that, after the making any withholding or payment of Transaction Taxes and Other Taxes, if any, each Buyer receives on the due date and retains (free from any liability in respect of any Transaction Taxes and Other Taxes) a net sum equal to what it would have received and so retained, had no such withholding or payment of Transaction Taxes and Other Taxes been present, imposed, required or made. The Seller and the Servicer jointly and severally will indemnify each Buyer and hold harmless, on a joint each Buyer harmless from any Transaction Taxes and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretoOther Taxes, whether or not such Indemnified Taxes taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify Any amount due and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required payable pursuant to this Section. Each Borrower section shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as be paid to the amount of such payment or liability delivered to Borrowers applicable Buyer’s Account in immediately available funds by a Lender or Issuing Bank no later than the second (with a copy to Agent), or 2nd) Business Day following demand therefor by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorBuyer. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

Tax Indemnification. A. In the event that, as a result of any of the payments or other consideration provided for or contemplated by Article FIRST of this Agreement or otherwise, a tax (aan “Excise Tax”) Each Borrower shall be imposed upon the Executive or threatened to be imposed upon the Executive by virtue of the application of Section 4999(a) of the Code, as now in effect or as the same may at any time or from time to time be amended, or the application of any similar provisions of state or local tax law, the Corporation shall indemnify and hold harmless, on a joint the Executive harmless from and several basis, each Recipient against any Indemnified Taxes all such taxes (including those additions to tax, penalties and interest and additional Excise Taxes, whether applicable to payments pursuant to the provisions of this Agreement or otherwise) incurred by, or imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required upon, the Executive and all expenses arising therefrom. B. Each indemnity payment to be withheld or deducted from a payment made by the Corporation pursuant to a Recipientpart A of this Article SECOND shall be increased by the amount of all Federal, state and any penaltieslocal tax liabilities (including additions to tax, payroll taxes, penalties and interest and reasonable expenses arising therefrom Excise Tax) incurred by, or with respect theretoimposed upon, whether or not the Executive so that the effect of receiving all such Indemnified indemnity payments will be that the Executive shall be held harmless on an after-tax basis from the amount of all Excise Taxes were correctly or legally imposed or asserted upon payments made to the Executive by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required Corporation pursuant to this Section. Agreement, it being the intent of the parties that the Executive shall not incur any out-of-pocket costs or expenses of any kind or nature on account of the Excise Tax and the receipt of the indemnity payments to be made by the Corporation pursuant hereto. C. Each Borrower indemnity payment to be made to the Executive pursuant to this Article SECOND shall make be payable within fifteen (15) business days of delivery of a written request (a ”Request”) for such payment within 10 days after demand to the Corporation (which request may be made prior to the time the Executive is required to file a tax return showing a liability for any amount an Excise Tax or liability payable under this Sectionother tax). A certificate as to Request shall set forth the amount of the indemnity payment due to the Executive and the manner in which such payment or liability delivered amount was calculated, and the Executive shall thereafter submit such other evidence of the indemnity to Borrowers which the Executive is entitled as the Corporation shall reasonably request. All such information shall, if the Corporation shall request, be set forth in a statement signed by a Lender nationally recognized accounting firm or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf partner thereof and the Corporation shall pay all fees and expenses of any Recipient, shall be conclusive absent manifest errorsuch accounting firm incurred in the preparation thereof. D. The Executive agrees to notify the Corporation (a) within fifteen (15) business days of being informed by a representative of the Internal Revenue Service (the “Service”) or any state or local taxing authority that the Service or such authority intends to assert that an Excise Tax is or may be payable, (b) Each Lender within fifteen (15) business days of the Executive’s receipt of a revenue agent’s report (or similar document) notifying the Executive that an Excise Tax may be imposed and Issuing Bank (c) within fifteen (15) business days of the Executive’s receipt of a Notice of Deficiency under Section 6212 of the Code or similar provision under state or local law which is based in whole or in part upon an Excise Tax and/or a payment made to the Executive pursuant to this Article SECOND. E. After receiving any of the aforementioned notices, and subject to the Executive’s right to control any and all administrative and judicial proceedings with respect to, or arising out of, the examination or the Executive’s tax returns, except as such proceedings relate to an Excise Tax, the Corporation shall indemnify have the right (a) to examine all records, files and hold harmless, on a several basisother information and documentation in the Executive’s possession or under the Executive’s control, (ib) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only be present and to participate, to the extent Borrowers have not already paid desired, in all administrative and judicial proceedings with respect to an Excise Tax, including the right to appear and act for the Executive at such proceedings in resisting any contentions made by the Service or reimbursed Agent therefor a state or local taxing authority with respect to an Excise Tax and without limiting Borrowers’ obligation to do so)file any and all written responses in connection therewith, (iic) Agent to forego any and Obligorsall administrative appeals, as applicableproceedings, against any Taxes attributable hearings and conferences with the Service or a state or local taxing authority with respect to such Lenderan Excise Tax on the Executive’s failure to maintain a Participant register as required hereunderbehalf, and (iiid) Agent to pay any tax increase on the Executive’s behalf and Obligors, as applicable, against any Excluded Taxes attributable to control all administrative and judicial proceedings with respect to a claim for refund from the Service or state or local taxing authority with respect to such Lender tax increase. F. The Corporation shall be solely responsible for all reasonable legal and accounting or Issuing Bank, in each case, that are payable other expenses (whether of the Executive’s representative or paid by Agent or an Obligor the representative of the Corporation) incurred in connection with any Obligationssuch administrative or judicial proceedings insofar as they relate to an Excise Tax or other tax increases resulting therefrom and the Executive agrees to execute and file, or cause to be executed and any reasonable expenses arising therefrom filed, such instruments and documents, including, without limitation, waivers, consents and Powers of Attorneys, as the Corporation shall reasonably deem necessary or with respect thereto, whether or desirable in order to enable it to exercise the rights granted to it pursuant to part E of this Article SECOND. G. The liability of the Corporation shall not such Indemnified Taxes were correctly or legally imposed or asserted be affected by the relevant Governmental AuthorityExecutive’s failure to give any notice provided for in this Article SECOND unless such failure materially prejudices the Corporation’s ability to effectively resist any contentions made by the Service or a state or local taxing authority. Each Lender and Issuing Bank shall make payment within 10 days after demand The Executive may not compromise or settle a claim which he is indemnified against hereunder without the consent of the Corporation, unless the Executive can establish by a preponderance of the evidence that the decision of the Corporation was not made in the good faith belief that a materially more favorable result could be obtained by continuing to defend against the claim (or prosecute a claim for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorrefund).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Tax Indemnification. (ai) Each Borrower The Loan Parties shall indemnify and hold harmless, on a joint and several basisthe Agent, each Recipient against Lender and the L/C Issuer, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including those Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) paid or payable or paid by a Recipient by, or required to be withheld or deducted from a payment to a Recipientto, the Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower by a Lender or Issuing Bank the L/C Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of any Recipientthe Agent, a Lender or the L/C Issuer, shall be conclusive conclusive, binding and final for all purposes absent manifest error. (bii) Each Lender and Issuing Bank the L/C Issuer shall, and does hereby, severally indemnify, and shall indemnify and hold harmlessmake payment in respect thereof within ten (10) days after demand therefor, on a several basis, the Agent for (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank L/C Issuer (but only to the extent Borrowers that the Loan Parties have not already paid or reimbursed indemnified the Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant register as required hereunder, Register and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bankthe L/C Issuer, in each case, that are payable or paid by the Agent or an Obligor in connection with any ObligationsLoan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent or Issuing Bank by Agent a Loan Party shall be conclusive conclusive, binding and final for all purposes absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Agent under this clause (ii).

Tax Indemnification. (ai) Each The Borrower shall, and does hereby, indemnify each Recipient, and shall indemnify and hold harmlessmake payment in respect thereof within 10 days after demand therefor, on a joint and several basis, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall, and Issuing Bank does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

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

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

Tax Indemnification. (ai) Each Borrower shall The Loan Parties hereby jointly and severally indemnify and agree to hold harmless, on a joint Administrative Agent and several basis, each Recipient any Lender harmless from and against any the full amount of all Indemnified Taxes (including those including, without limitation, Indemnified Taxes imposed or asserted on or attributable to any amounts payable under this SectionSection 2.15) payable or paid by a Recipient such Person or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Such indemnification shall be paid within [**] from the date on which Administrative Agent or Lender makes written demand therefor. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender and Issuing Bank shall make payment severally indemnify Administrative Agent, within 10 days [**] after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6(h)(ii) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under this paragraph.

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

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

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

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

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

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

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

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

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

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

Tax Indemnification. (ai) Each Borrower shall The Loan Parties hereby jointly and severally agree to indemnify and hold harmless, on a joint Administrative Agent and several basis, each Recipient any Lender harmless from and against any all Indemnified Taxes (including those including, without limitation, Indemnified Taxes imposed or asserted on or attributable to any amounts payable under this SectionSection 2.15) payable or paid by a Recipient such Person or required to be withheld or deducted from a with respect to any payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted; provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender, as applicable, will, at the Borrower’s request, use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes (which shall be repaid to the Borrower in accordance with Section 2.15(e)) so long as such efforts would not, in the sole determination of the Administrative Agent or such Lender, result in any additional out-of-pocket costs or expenses not reimbursed by such Loan Party or be otherwise materially disadvantageous to the Administrative Agent or such Lender, as applicable. Such indemnification shall be paid within [***] days from the date on which Administrative Agent or Lender makes written demand therefor. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender shall severally indemnify Administrative Agent, within [***] days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6(h)(ii) 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 Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under this paragraph.

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

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

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

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

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

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

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

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

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

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

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

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

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Each Borrower or (b) above but without duplication, each Loan Party shall indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a on payments to, or paid by, such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by as the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Sectioncase may be. A certificate with a reasonably detailed calculation as to the amount of any such payment or liability delivered to Borrowers Borrower by a Lender or Issuing Bank (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of any Recipient, a Lender shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) Each above, each Lender shall, and Issuing Bank does hereby, indemnify Administrative Agent, and shall indemnify and hold harmlessmake payment in respect thereof within ten (10) days after demand therefor, on a several basis, against (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that any Loan Party has not already paid or reimbursed indemnified the Administrative Agent therefor for such Indemnified Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.05(d) relating to the maintenance of a Participant register as required hereunder, Register and (iii) Agent and Obligors, as applicable, against any Excluded Taxes (other than Indemnified Taxes) attributable to such Lender or Issuing BankLender, in each case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the occurrence of the Facility Termination Date.

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

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

Tax Indemnification. a. LP represents and warrants that at no time during the Term will LP take or omit to take, nor will it permit any sublessee or assignee of LP to take or omit to take, any action (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly act or legally imposed omission is otherwise permitted by MCM or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to AgentLease), that will result in the disqualification of the Aircraft for, or by Agent on its own behalf recapture of, all or on behalf any portion of any Recipientthe items of deduction and credit specified in Annex B (“Tax Benefits”) in the hands of the MCM. LP will not, shall however, be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall obligated to indemnify and hold harmless, on a several basis, Lessor (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have imposed with respect to any claim solely based on events occurring after the earlier of (A) the expiration or other termination of the Term in circumstances not already paid requiring the return of the Aircraft and payment in full of all amounts due from Lessee under this Lease and any other Document and (B) the satisfaction by Lessee of all its obligations under section 11 and payment in full of all amounts due from Lessee under this Lease and any Document, except in each case to the extent such Claims result from an exercise of remedies under this Lease following the occurrence and during the continuation of an Event of Default. b. If as a result of a breach of any representation, warranty or reimbursed Agent therefor and without limiting Borrowers’ obligation covenant of LP contained in this Lease (i) tax counsel to do so)MCM reasonably satisfactory to LP reasonably determines that MCM (or any of its members) is not entitled to claim on its Federal income tax return all or any portion of the Tax Benefits with respect to the Aircraft, or (ii) Agent any Tax Benefit claimed on the Federal income tax return of MCM (or any of its members) is disallowed or adjusted by the Internal Revenue Service, or (iii) any Tax Benefit is recalculated or recaptured (any determination, disallowance, adjustment, recalculation or recapture being a “Loss”), then LP will pay to MCM, as an indemnity and Obligorsas additional rent, an amount that will cause MCM’s (or, as applicable, against any Taxes attributable its members’) after-tax economic yields and cash flows to such Lender’s failure to maintain a Participant register as required hereunder, and equal the Net Economic Return that would have been realized by MCM (iii) Agent and Obligorsor, as applicable, against any Excluded Taxes attributable to its members) if such Lender Loss had not occurred. Such amount will be payable upon demand accompanied by a statement describing in reasonable detail such Loss and the computation of such amount. The economic yields and cash flows will be computed on the same assumptions as were used by MCM and its members in originally evaluating the transaction (“Net Economic Return”). c. All of the rights, privileges and indemnities of MCM contained in this Section 15 will survive the expiration or Issuing Bank, in each case, that other termination of this Lease and are payable or paid by Agent or an Obligor in connection with any Obligationsexpressly made for the benefit of, and any reasonable expenses arising therefrom or with respect theretowill be enforceable by, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender MCM and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorits members, and their respective successors and permitted assigns.

Tax Indemnification. (a) Each Borrower shall indemnify 14.01 In addition to any indemnification obligations arising under Section 16 hereof, Seller hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Agreement, to indemnify, defend and hold harmlessBuyer and its affiliates (including, on a joint and several basiswithout limitation, each Recipient of the Subject Entities) and their respective officers, directors, agents and employees (the "Seller Indemnitees") harmless from and against any Indemnified damages (including, without limitation, extraordinary or punitive damages), deficiencies, costs, liabilities, claims or expenses, including, without limitation, interest, penalties and reasonable attorneys' fees (individually a "Loss" and collectively the "Losses"), that any of the Seller Indemnitees shall incur or suffer, regardless of whether Buyer had knowledge of such Loss or Losses at the time of the Closing, resulting from or relating to any and all liability for Taxes (i) of the Subject Entities related to any taxable period ending on or prior to the Closing Date and the portion ending on the Closing Date of any taxable period that includes (but does not end on) such day ("Pre-Closing Tax Period") and (ii) resulting from the Elections contemplated by Section 7.09 of this Agreement. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including those imposed any of the Subject Entities), or asserted on any transferee of Buyer or any of its affiliates (other than any such action expressly required by applicable law or by this Agreement) (a "Buyer Tax Act") or attributable to amounts payable a breach by Buyer of its obligations under this SectionAgreement. In the case of any taxable period that includes (but does not end on) payable or paid by the Closing Date (a Recipient or required to "Straddle Period"): (i) real, personal and intangible property Taxes ("property Taxes") of the Subject Entities for the Pre-Closing Tax Period shall be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as equal to the amount of such payment or liability delivered to Borrowers property Taxes for the entire Straddle Period multiplied by a Lender or Issuing Bank fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (with a copy to Agent), or by Agent on its own behalf or on behalf ii) the Taxes of any Recipient, the Subject Entities (other than property Taxes) for the Pre-Closing Tax Period shall be conclusive absent manifest errorcomputed as if such taxable period ended as of the close of business on the Closing Date. (b) Each Lender 14.02 Buyer hereby agrees upon the terms and Issuing Bank shall indemnify conditions and in accordance with the procedures set forth in this Agreement to indemnify, defend and hold harmlessSeller and its affiliates and its officers, on a several basisdirectors, agents and employees (the "Buyer Indemnitees") harmless from and against any Loss or Losses that any of the Buyer Indemnitees shall incur or suffer, regardless of whether Seller had knowledge of such Loss or Losses at the time of the Closing, resulting from or relating to any and all liability for Taxes (i) Agent against of the Subject Entities related to any Indemnified Taxes attributable to such Lender or Issuing Bank taxable period ending after the Closing Date (but only except to the extent Borrowers have such taxable period began before the Closing Date, in which case Buyer's indemnity will cover only that portion of any such Taxes that are not already paid or reimbursed Agent therefor for the Pre-Closing Tax Period) and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to a Buyer Tax Act or to a breach by Buyer of its obligations under this Agreement. 14.03 If a claim with respect to Taxes shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 14.01 or 14.02, the party receiving such Lender’s failure claim shall promptly notify the other party in writing of such claim (a "Tax Claim"). If the indemnified party 39 receives notification of a Tax Claim and fails to maintain notify the indemnifying party within a Participant register as required hereundersufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable or in reasonable detail to such Lender or Issuing Bankapprise the indemnifying party of the nature of the Tax Claim, in each casecase taking into account the facts and circumstances with respect to such Tax Claim, the indemnifying party shall not be liable to the indemnified party, any of its affiliates or any of their respective officers, directors, agents or employees to the extent that are payable or paid by Agent or an Obligor indemnifying party's position is actually prejudiced as a result thereof. With respect to any Tax Claim relating solely to a Pre-Closing Tax Period, Seller shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any Obligationsand all administrative appeals, proceedings, hearings and conferences with any reasonable expenses arising therefrom or taxing authority with respect thereto, whether and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or not contest the Tax Claim in any permissible manner. Buyer, the Subject Entities, and each of their respective affiliates shall cooperate with Seller in contesting any Tax Claim, which cooperation shall include the retention until the applicable statute of limitations has expired and (upon Seller's request) the provision to Seller of records and information which are reasonably relevant to such Indemnified Taxes were correctly Tax Claim, and making their employees available on a mutually convenient basis to provide additional reasonably relevant information or legally imposed explanation of any material provided hereunder or asserted by to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for Subject Entities, or any amount of their respective officers, directors, agents or liability payable under this Section. A certificate as employees settle or otherwise compromise any Tax Claim relating to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errora Pre-Closing Tax Period (excluding Straddle Periods) without Seller's prior written consent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Tax Indemnification. (a) Each Borrower shall From and after the Closing, the Sellers will indemnify the Purchaser Indemnified Parties against and hold harmless, on them harmless from all Covered Losses resulting from or arising out of (i) Taxes of the Indian Entity and Option One Advance Corporation or any affiliated group of which the Indian Entity and Option One Advance Corporation has ever been a joint member for the Pre-Closing Tax Period or Pre-Closing Straddle Period and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Sectionii) payable or paid by a Recipient or required the failure of the representations and warranties contained in Section 2.08 to be withheld true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or deducted from a payment the failure to a Recipient, and perform any penalties, interest and reasonable expenses arising therefrom or covenant contained in this Agreement with respect theretoto Taxes, whether or in each case except to the extent that such Taxes are included as Balance Sheet Liabilities. Notwithstanding the foregoing, the Sellers will not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender Purchaser Indemnified Party from any liability for Taxes attributable to any action taken outside the ordinary course of business on the Closing Date or Issuing Bank fails for after the Closing by Purchaser, any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to of its Affiliates (including the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to AgentIndian Entity and Option One Advance Corporation), or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by Agent on applicable Law or by this Agreement) or the manner in which Purchaser finances the transactions contemplated by this Agreement (a “Purchaser Tax Act”) or attributable to a breach by Purchaser of its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorobligations under this Agreement. (b) Each Lender From and Issuing Bank shall after the Closing, Purchaser will indemnify the Seller Indemnified Parties and hold harmless, on a several basis, them harmless from all Covered Losses resulting from or arising out of (i) Agent against Taxes of the Indian Entity and Option One Advance Corporation for any Indemnified Taxes attributable to such Lender Post-Closing Tax Period or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so)Post-Closing Straddle Period, (ii) Agent and Obligors, Taxes to the extent that such Taxes are included as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunderBalance Sheet Liabilities, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement. (c) Procedures Relating to Defense of Tax Claims. (i) If notice of a claim will be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Purchaser Indemnified Party pursuant to this Section 8.05, Purchaser will notify the Sellers in writing of such Lender claim (a “Tax Claim”) within 10 days of receipt of such notice by the Purchaser Indemnified Party. If notice of a Tax Claim is not given to the Sellers within a sufficient period of time to allow the Sellers to effectively contest such Tax Claim, or Issuing Bankin reasonable detail to apprise the Sellers of the nature of the Tax Claim, in each casecase taking into account the facts and circumstances with respect to such Tax Claim, the Sellers will not be liable to any Purchaser Indemnified Party to the extent that are payable the Sellers’ position is prejudiced as a result thereof. (ii) With respect to any Tax Claim relating solely to Taxes of the Indian Entity and Option One Advance Corporation for a Pre-Closing Tax Period or paid by Agent or an Obligor a Pre-Closing Straddle Period, the Sellers will control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may pursue or forego any Obligationsand all administrative appeals, proceedings, hearings and conferences with any reasonable expenses arising therefrom or Taxing Authority with respect thereto, whether and may either pay the Tax claimed and s▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Sellers shall not such Indemnified Taxes were correctly settle or legally imposed otherwise compromise any Tax Claim that could affect a Post-Closing Tax Period without Purchaser’s prior written consent, which consent will not be unreasonably withheld, conditioned or asserted by the relevant Governmental Authoritydelayed. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered With respect to any Lender Tax Claim relating to Taxes of the Indian Entity and Option One Advance Corporation for a Straddle Period, Purchaser may participate in, at its expense, and control that portion of any Tax Claim that affects only a Post-Closing Straddle Period or Issuing Bank by Agent shall a Post-Closing Tax Period. (iii) In no case will any Purchaser Indemnified Party settle or otherwise compromise any Tax Claim with respect to a Pre-Closing Tax Period or a Pre-Closing Straddle Period without the Sellers’ prior written consent, which consent will not be conclusive absent manifest errorunreasonably withheld, conditioned or delayed.

Tax Indemnification. (a) Each Borrower shall indemnify hereby indemnifies each Agent and hold harmless, each Lender on a joint an After-Tax Basis for the full amount of Withholding Taxes and several basis, each Recipient against any Indemnified Other Taxes (including those including, but not limited to, any Withholding Taxes and Other Taxes imposed or asserted by any jurisdiction on or attributable to amounts payable under this SectionSection 5.8) payable or paid by a Recipient such Agent or required to be withheld or deducted from a payment to a Recipientsuch Lender in respect of its relationship with Borrowers, and any liability (including penalties, interest and reasonable expenses expenses) arising therefrom or with respect thereto, whether or not such Indemnified Withholding Taxes or Other Taxes were correctly or legally imposed asserted. Any payment pursuant to such indemnification shall be made within thirty (30) days after the date any Agent or asserted by the relevant Governmental Authorityany Lender makes written demand therefor. Each Borrower shall indemnify and hold harmless If an Agent against any amount that or a Lender becomes aware that it is entitled to claim a refund from a governmental authority in respect of Withholding Taxes or Issuing Bank fails for any reason Other Taxes as to pay indefeasibly which it has been indemnified by Borrowers, or with respect to Agent as required which Borrowers have paid additional amounts pursuant to this Section. Each Borrower Section 9.4, it shall make payment promptly notify Borrowers of the availability of such claim and shall, within 10 thirty (30) days after demand receipt of a request by Borrowers, make a claim to such governmental authority for such refund at the expense of Borrowers. If an Agent or a Lender receives a refund in respect if any amount Withholding Taxes or liability payable under Other Taxes with respect to which Borrowers have paid additional amounts pursuant to this Section. A certificate as to Section 9.4, it shall within thirty (30) days from the amount date of such payment or liability delivered receipt pay over such refund to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers have not already paid under this Section 9.4 with respect to the Withholding Taxes or reimbursed Other Taxes giving rise to such refund), together with any supplemental payments previously made hereunder to ensure payments were made on an After-Tax Basis, net of all out-of-pocket expenses of such Agent therefor or such Lender and without limiting Borrowers’ obligation to do so), interest (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or other than interest paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any governmental authority with respect to such refund); provided, however, that Borrowers, upon the request of such Agent or such Lender, agree to repay the amount so paid over to them (plus penalties, interest or liability other charges payable under this Section. A certificate as to the amount of relevant governmental authority) to such payment Agent or liability delivered such Lender in the event such Agent or such Lender is required to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorrepay such refund to such governmental authority.

Tax Indemnification. (a) Each Borrower shall indemnify All payments whatsoever under this Guaranty Agreement will be made by each Guarantor free and hold harmlessclear of, and without liability for withholding or deduction for or on account of, any present or future tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, assessment, levy, impost, fee, compulsory loan, charge or withholding (a joint and several basis, each Recipient against any Indemnified Taxes (including those “Tax”) of whatever nature imposed or asserted on or attributable to amounts payable under this Section) payable or paid levied by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipientjurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. For the avoidance of doubt, Guarantor shall be conclusive absent manifest errorentitled to withhold from any payments made under this Guaranty Agreement such amounts of tax as it is required to withhold under applicable law of the United States (or any political subdivision or taxing authority of or in such jurisdiction), including FATCA. (b) Each Lender If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Guarantor under this Guaranty Agreement, such Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and Issuing Bank pay to each holder such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Guaranty Agreement after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall indemnify be not less than the amounts then due and hold harmlesspayable to such holder under the terms of this Guaranty Agreement before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on a several basis, account of: (i) Agent against any Indemnified Taxes Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to such Lender a Tax (other than net income, franchise or Issuing Bank (but only branch profits Tax) to the extent Borrowers that such Tax would not have not already paid been imposed but for such Guarantor, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so)changing the Taxing Jurisdiction from or through which payments on account of this Guaranty Agreement are made to, the Taxing Jurisdiction imposing the relevant Tax; (ii) Agent any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by such Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and Obligorssuch delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of such Guarantor no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or (iii) any combination of clauses (i) and (ii) above; (iv) or any taxes imposed with respect to FATCA; and provided further that in no event shall such Guarantor be obligated to pay such additional amounts (i) to any holder not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that such Guarantor would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any holder of a Note registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Guarantor shall have given timely notice of such law or interpretation to such holder. (c) Except in regard to holders that have provided their HMRC DT Treaty Passport Scheme reference number as provided below, by acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b)(ii) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Parent all such forms, certificates, documents and returns provided to such holder by the Parent (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States such Taxing Jurisdiction and (y) provide the Parent with such information with respect to such holder as the Parent may reasonably request in order to complete any such Forms, provided that nothing in this Section 11 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Parent or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of the Parent (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date. (d) In the event the applicable Taxing Jurisdiction is the Untied Kingdom, any holder who holds a passport under the HMRC DT Treaty Passport Scheme, and which wishes that scheme to apply to this Guaranty Agreement, shall include an indication to that effect by providing its HMRC DT Treaty Passport Scheme reference number and its jurisdiction of tax residence as follows: providing such information in writing to the Parent in accordance with Section 18 of the Note Agreement prior to the date that a holder has proceeded against any Taxes attributable United Kingdom resident Guarantor under this Guaranty Agreement or in Schedule B to the Note Agreement. (e) Where a Purchaser (or transferee of a Note) has provided its HMRC DT Treaty Passport Scheme reference number and jurisdiction of tax residence in Schedule B to the Note Agreement or in a written notice delivered to the Parent prior to the date a Guarantor is obligated to make a payment under this Guaranty Agreement (or in the information provided by the holder of a Note to the Company in writing upon transfer) as provided above, the Parent shall file a duly completed form DTTP2 in respect of such Lender’s failure Purchaser (or transferee of a Note) with HMRC within 30 Business Days of the date a Guarantor is obligated to maintain make a Participant register as required hereunderpayment under this Guaranty Agreement (or, in the case of any transferee of a Note, within 30 Business Days of completion of the transfer thereof) and shall provide such Purchaser (or, in the case of any transferee of a Note, such holder) with a copy of that filing if so requested by such Purchaser or transferee. (f) If any payment is made by such Guarantor to or for the account of the holder of any Note after deduction for or on account of any Taxes, and (iii) Agent and Obligorsincreased payments are made by such Guarantor pursuant to this Section 11, as applicablethen, against any Excluded Taxes attributable if such holder at its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to such Lender or Issuing Bank, in each case, the extent that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by it can do so without prejudice to the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to retention of the amount of such refund, reimburse to such Guarantor such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. (g) Such Guarantor will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by such Guarantor of any Tax in respect of any amounts paid under this Guaranty Agreement, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Guarantor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. (h) If such Guarantor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which such Guarantor would be required to pay any additional amount under this Section 11, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then such Guarantor will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by such Guarantor) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. (i) If such Guarantor makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from such Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Guarantor, subject, however, to the same limitations with respect to Forms as are set forth above. (j) Each holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Parent, or to such other Person as may be reasonably requested by the Parent, from time to time (i) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other Forms reasonably requested by the Parent necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Parent to comply with its obligations under FATCA and (ii) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Parent to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 11(j) shall require any holder to provide information that is confidential or proprietary to such holder unless the Parent is required to obtain such information under FATCA and, in such event, the Parent shall treat any such information it receives as confidential. Except as otherwise provided in Section 22.1 of the Note Agreement, the obligations of such Guarantor under this Section 11 shall survive the payment or liability delivered transfer of any Note and the provisions of this Section 11 shall also apply to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorsuccessive transferees of the Notes.

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

Tax Indemnification. (a) Each Borrower Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted 84 #523895080_v3 on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers Obligors by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ ' obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure 's ▇▇▇▇▇re to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

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

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

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

Tax Indemnification. (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section; provided, that promptly following the written request of the applicable Borrower after the making of such payment to Agent, the Agent shall assign to such Borrower the rights of Agent pursuant to Section 5.9.3(b) below against the applicable Lender or Issuing Bank with respect to the amount paid by such Borrower (other than any setoff rights against such Lender or Issuing Bank). Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A reasonably detailed certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after written demand for any amount or liability payable under this Section. A reasonably detailed certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

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

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

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

Tax Indemnification. (a) Each Borrower shall indemnify Seller hereby indemnifies Buyer and its Affiliates, including the Purchased Subsidiaries, against and agrees to hold harmlesseach of them harmless from any (i) Pre-Closing Tax that is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, on (ii) liability for the payment of any Tax as a joint result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) liability for the payment of any Tax of the Seller and several basisthe Retained Subsidiaries and (vi) liabilities, each Recipient against any Indemnified Taxes costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (i) — (ii), including those imposed incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or asserted on assertion of any such Tax, in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Purchased Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax attributes as a result of the Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any loss attributable to amounts payable or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this SectionSection 8.09(a) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails otherwise for any reason to pay indefeasibly to Agent Tax Claim (as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate defined below) as to the amount of such payment or liability delivered which Buyer provides notice to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorSeller more than six years after Closing. (b) Each Lender Buyer hereby indemnifies Seller and Issuing Bank shall indemnify its Affiliates against and agrees to hold harmless, on a several basis, each of them harmless from (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to Income Tax of the extent Borrowers have Purchased Subsidiaries that is not already paid or reimbursed Agent therefor a Pre-Closing Tax and without limiting Borrowers’ obligation to do so), (ii) Agent liabilities, costs and Obligorsexpenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, as applicableassessment or assertion of any Income Tax described in clause (i), against including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankIncome Tax, in each casecase incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 8.09(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer more than six years after Closing. (c) The amount of any indemnification payment made under this Section 8.09 by the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that are payable includes such Tax Indemnified Party) is actually reduced in any Tax period as a result of the indemnified loss or paid by Agent or an Obligor in connection with any Obligationsthe amount of a Tax refund that is generated as a result of such indemnified loss, and any reasonable expenses arising therefrom or with respect thereto, whether or not such related interest received from the applicable Taxing Authority. If the Tax Indemnified Taxes were correctly or legally imposed or asserted Party receives any net Tax Savings subsequent to an indemnification payment by the relevant Governmental Authority. Each Lender and Issuing Bank Tax Indemnifying Party, then such Tax Indemnified Party shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as pay to the Tax Indemnifying Party the amount of such payment or liability delivered to net Tax Savings received by the Tax Indemnified Party, net of any Lender or Issuing Bank expenses incurred by Agent shall be conclusive absent manifest errorsuch Tax Indemnified Party in collecting such amount.

Tax Indemnification. (ai) Each Borrower The Credit Parties shall jointly and severally indemnify and hold harmless, on a joint and several basis, each Recipient against and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Notwithstanding the foregoing, if any Credit Party is at any time required to provide indemnification hereunder with respect to any Indemnified Taxes which are reasonably suspected to have been incorrectly or illegally imposed or asserted by the relevant Governmental Authority, then the indemnified Recipient shall cooperate with such Credit Party in taking commercially reasonable steps to obtain a refund of such incorrect or illegal Indemnified Taxes. (ii) Each Lender and Issuing Bank shall make payment severally indemnify the Administrative Agent within 10 days ten (10) Business Days after demand therefor, for (i) any amount Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or liability payable under this Sectionpaid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

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

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

Tax Indemnification. (a) Each Borrower Except to the extent reflected as a liability in the Final Corporate Trust Closing Statement as agreed upon by BNY and JPM, JPM shall indemnify pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold harmless, on a joint BNY and several basis, each Recipient its Affiliates harmless from and against any Indemnified and all Excluded Corporate Trust Taxes, other than any liability for Taxes (including those imposed resulting from transactions or asserted actions taken by BNY on or the Closing Date that are properly attributable to amounts payable under this Section) payable the portion of the Closing Date after the Closing except for transactions or paid by a Recipient or required to be withheld or deducted from a payment to a Recipientactions taken in the ordinary course of business, and any penalties, interest and reasonable expenses arising therefrom or with respect penalties related thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as Notwithstanding anything to the amount of such payment contrary in the immediately preceding sentence, JPM shall pay or liability delivered cause to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipientbe paid, shall be conclusive absent manifest errorliable for, and shall indemnify, defend and hold BNY and its Affiliates harmless from and against any Taxes resulting from an election under Section 338 of the Code in respect of the sale of any foreign entity that is a Purchased Corporate Trust Asset. BNY shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold JPM and their Affiliates harmless from and against any and all Taxes relating to the Purchased Corporate Trust Assets or the Assumed Corporate Trust Liabilities other than Excluded Corporate Trust Taxes that are the responsibility of JPM under the two immediately preceding sentences. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only Except to the extent Borrowers have not already paid reflected as a liability in the Final Banking Closing Statement as agreed upon by BNY and JPM, BNY shall pay or reimbursed Agent therefor cause to be paid, shall be liable for, and without limiting Borrowers’ obligation to do so)shall indemnify, (ii) Agent defend and Obligors, as applicable, hold JPM and its Affiliates harmless from and against any and all Excluded Banking Taxes, other than any liability for Taxes resulting from transactions or actions taken by JPM on the Closing Date that are properly attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender the portion of the Closing Date after the Closing except for transactions or Issuing Bank, actions taken in each case, that are payable or paid by Agent or an Obligor in connection with any Obligationsthe ordinary course of business, and any reasonable expenses arising therefrom interest and penalties related thereto. JPM shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold BNY and their Affiliates harmless from and against any and all Taxes relating to the Purchased Banking Assets or the Assumed Banking Liabilities other than Excluded Banking Taxes that are the responsibility of BNY under the immediately preceding sentence. (c) Payment in full of any amount due from JPM or BNY under this Section 14.1 shall be made to the affected party in immediately available funds at least two Business Days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen days after written demand is made for such payment. (d) Each Applicable Seller shall indemnify each Applicable Buyer to the extent that any Taxes are imposed on the Applicable Buyer or any of its respective Subsidiaries that are attributable to a failure by such entity to comply with respect theretoany federal, whether state, local or not foreign Tax reporting or withholding requirement during the 3-month period beginning on the Closing Date, if such Indemnified Taxes were correctly or legally imposed or asserted failure is due to the use by such entity of any 128 procedure established by the relevant Governmental Authority. Each Lender Applicable Seller or any of its respective Subsidiaries and Issuing Bank shall make payment within 10 days after demand in place as of the Closing Date for the solicitation, collection and maintenance of any amount forms, certifications and other information or liability payable under this Section. A certificate otherwise is due to any form, certification or other required information in place as of the Closing Date (or the absence of any such form, certification or information as of the Closing Date), except to the amount extent such failure is due to a change in law following the Closing or to the extent that management of the Applicable Buyer has actual knowledge following the Closing of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest errorfailure.

Tax Indemnification. (ai) Each Borrower IHS shall indemnify and hold harmless, on a joint and several basisthe Administrative Agent, each Recipient against Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party under any Loan Document (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers the Borrower Representative by a Lender or the Issuing Bank (with a copy to Agent)Bank, or by the Administrative Agent on its own behalf or on behalf of any Recipienta Lender or the Issuing Bank, shall be conclusive absent manifest error. The affected Lender, the Issuing Bank or the 007751-0138-14324-Active.18437309 #86412664v10 Administrative Agent, as the case may be, shall provide reasonable assistance to IHS, at IHS’s expense, if IHS determines that any Indemnified Taxes were incorrectly or illegally imposed and IHS determines to contest such Indemnified Taxes. (bii) Each Lender and Issuing Bank shall severally indemnify and hold harmlessthe Administrative Agent, on a several basiswithin 10 days after demand therefor, for (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have that any Loan Party has not already paid or reimbursed indemnified the Administrative Agent therefor for such Taxes and without limiting Borrowers’ the obligation of the Loan Parties to do so), ) and (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain comply with the provisions of Section 10.04(c)(i) relating to the maintenance of a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing BankRegister, in each either case, that are payable or paid by the Administrative Agent or an Obligor in connection with any ObligationsLoan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (c)(ii).

Tax Indemnification. (ai) Each Without duplication of any amounts paid pursuant to Sections 2.08(a) or 2.08(b), each Borrower shall jointly and severally indemnify and hold harmlesseach Recipient, on a joint and several basiswithin 10 days after demand therefor, each Recipient against for the full amount of any Indemnified Taxes (including those Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.08) payable or paid by a such Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Each Lender shall, and Issuing Bank does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor: (A) each Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so); (B) the Administrative Agent against any amount Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(g) relating to the maintenance of a Participant Register; and (C) each Agent against any Excluded Taxes attributable to such Lender that are payable or liability payable under this Sectionpaid 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 or Issuing Bank 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, as the case may be, under this Agreement or any other Loan Document against any amount due to such Agent under this Section 2.08(c)(ii).

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

Tax Indemnification. (a) Each Borrower From and after the Closing, the Stockholders shall be liable for, and shall indemnify the Purchaser, its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Purchaser Tax Indemnities") against and hold harmlessthem harmless on an after-Tax basis from (i) all liability for Taxes of the Stockholders, the Company and any Subsidiary with respect to any Pre-Closing Tax Period, including any Taxes with respect to a Straddle Period, paid by the Surviving Corporation or the Purchaser and not accrued for at the Closing on the Closing Balance Sheet, (ii) all liability for Taxes of the Stockholders, the Surviving Corporation or of any Subsidiaries arising (directly or indirectly) as a joint result of the transactions contemplated hereby, paid by the Surviving Corporation or any Subsidiary or the Purchaser, (iii) any breach of any representation or warranty contained in Section 4.16 resulting in a loss to the Surviving Corporation or any Subsidiary or the Purchaser, and several basis, each Recipient against (iv) all liability for reasonable legal fees and expenses of the Surviving Corporation or any Indemnified Taxes (including those imposed Subsidiary or asserted on or the Purchaser attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by item in the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest errorforegoing clauses. (b) Each Lender and Issuing Bank The indemnity obligation under this Agreement in respect of Taxes for a Straddle Period shall indemnify and hold harmless, on a several basis, initially be effected by payment to the Purchaser by the Stockholders of the excess of (i) Agent against any Indemnified such Taxes attributable to such Lender or Issuing Bank (but only relating to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), Pre-Closing Tax Period over (ii) Agent the amount of such Taxes paid by the Company, the Subsidiaries and Obligors, as applicable, against the Stockholders or any of their affiliates on or prior to the Closing Date plus the amount of any such Taxes attributable which were accrued and reflected on the Closing Balance Sheet. Such excess initially shall be paid to the Purchaser no later than 10 days prior to the date on which the Tax Return with respect to the final liability for such Lender’s failure Taxes is required to maintain a Participant register as required hereunderbe filed. If the aggregate amount of such Taxes paid or accrued by the Company or the Subsidiaries prior to the Closing, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank Stockholders or any of their affiliates at any time, is exceeded by the amount payable pursuant to the preceding sentence, the Stockholders shall make payment pay to the Purchaser the amount of such excess within 10 days after the Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 8.4 with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870AD or successor form, or similar state or local Tax form) with respect to Straddle Period Taxes. (c) Any indemnity payment to be made under this Section 8.4, other than an indemnity payment described in the immediately preceding paragraph, shall be paid within 10 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than ten business days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax payments). (d) Any refund or credit of Taxes of the Company or any Subsidiary for any amount taxable period ending on or liability payable before the Closing Date or any Straddle Period shall be for the account of the Company, except to the extent that such refund or credit rotates to a carryback of the items of the Surviving Corporation from any Post-Closing Tax Period or any Straddle Period. Any refund or credit of Taxes of the Surviving Corporation or any Subsidiary for any Post-Closing Tax Period shall be for the account of the Surviving Corporation. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section. A certificate as Section 8.4(d) to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against any other Tax liability; provided, however, that any such amounts shall be net of any Tax cost or benefit to the amount payor party attributable to the receipt of such refund and/or the payment or liability delivered of such amounts to any Lender or Issuing Bank by Agent the payee party. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be conclusive absent manifest errorgoverned by the provisions of Section 7.4. (e) In the event of any conflict between the provisions of this Section 8.4 and other Sections of this Agreement regarding the indemnification of any loss in respect of Taxes, the provisions of this Section, and not those other Sections, shall be controlling.