Common use of Tax Indemnifications Clause in Contracts

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest demonstrable 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 or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided that, promptly following the written request of the Borrower after the making of any such payment to the Administrative Agent, the Administrative Agent shall assign to the Borrower the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below against such Lender or such L/C Issuer with respect to the amount paid by the Borrower (other than any setoff rights against such Lender or such L/C Issuer).

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Each Loan Parties pursuant to such subsections), the Loan Parties shall, and do hereby, jointly and severally, Party shall indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.14) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any a Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error. The Company shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 2.14(c)(ii) below; provided that no Loan Party shall be required to indemnify the Administrative Agent for any amount attributable to the Administrative Agent’s gross negligence or willful misconduct.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, Borrowers shall and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall alsoBorrowers shall, jointly and severally, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (ia) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)§§5.12.1 and 5.12.2 above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuerthe Issuing Bank, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuerthe Issuing Bank, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iib) of this subsectionsubsection incurred by the Administrative Agent. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an L/C Issuer the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuerthe Issuing Bank, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or and Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrowers shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A reasonably detailed certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C C-BA Issuer, and shall make payment in respect thereof within 10 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C C-BA Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrowers shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 30 days after written demand therefor, for any amount which a Revolving Credit Lender or an the L/C C-BA Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an the L/C C-BA Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C C-BA Issuer, shall be conclusive absent manifest error; provided, however, that no Borrower shall be required to provide indemnification under this paragraph for any payment or liability incurred more than six months prior to the date that such certificate is delivered.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or payable or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error. Each Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection after the Administrative Agent has exercised such remedies provided in clause (ii) of this subsection as the Administrative Agent in good faith discretion determines to be appropriate.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Credit Parties shall, and do hereby, jointly and severally, does hereby indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Credit Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest demonstrable 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 or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided that, promptly following the written request of the Borrower after the making of any such payment to the Administrative Agent, the Administrative Agent shall assign to the Borrower the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below against such Lender or the L/C Issuer with respect to the amount paid by the Borrower (other than any setoff rights against such Lender or the L/C Issuer).

Tax Indemnifications. (i) Without limiting the provisions Each of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuers (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. Each of the Loan Parties shall alsoshall, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer Issuers for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iipursuant to Section 3.01(c)(ii) of this subsection. A certificate as below; provided, that the Loan Parties shall not be required to indemnify the Administrative Agent for any amount of any such payment or liability delivered to any Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy attributable solely to the Administrative Agent), ’s gross negligence or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest errorwillful misconduct.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Security Agent, each Lender (including the Swing Line Lender) and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by any Loan Party or the Borrower, the Administrative Agent or any Security Agent or paid by the Administrative Agent, such Revolving Credit Security Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent and each Security Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent or any Security Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C IssuerIssuer or a Security Agent, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Authority provided, however, that the Borrowers shall alsonot be obligated to make payment to the Administrative Agent or any Lender or the L/C Issuer pursuant to this Section in respect of penalties, interest and do herebyother liabilities attributable to any Indemnified Taxes or Other Taxes, jointly if such penalties, interest and severally, indemnify other liabilities are attributable to the gross negligence or willful misconduct of the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionIssuer. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, 3. The Borrower shall and do hereby, jointly and severally, does hereby indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.09(c)) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (which, for the purposes of this Section 4.09, shall include the LC Issuer) (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error. The Borrower shall and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.09(c)(ii) below.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower and the Parent shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower, the Parent or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower and the Parent shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower and the Parent by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication above, each of any payments made by the Loan Parties pursuant to such subsections), the Loan Credit Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuerthe Issuing Lender, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuerthe Issuing Lender, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Credit Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an L/C Issuer the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuerthe Issuing Lender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Applicable Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Applicable Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Applicable Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Applicable Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the applicable Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any the Loan Party Parties or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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 AuthorityAuthority other than penalties, interest and expenses resulting from the gross negligence or willful misconduct of such recipient. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any the Loan Party Parties by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party each Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. Upon the reasonable request of any Borrower, the Lenders and the Agent agree to use their reasonable efforts to cooperate with such Borrower in contesting the imposition of or claiming a refund of any Indemnified Taxes or Other Taxes paid by such Borrower that the Borrower reasonably believes were not correctly or legally asserted or for which a refund is available upon filing for an exemption or reduction therefore under applicable Law. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder or under any other Loan Document, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting Each of the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Credit Parties shall, and do does hereby, jointly and severally, severally indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten (10) days after written demand therefortherefor (accompanied by any supporting documentation received from the taxing authority imposing such Indemnified Taxes, except to the extent the applicable Recipient deems such information to be confidential), for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties ; provided, however, that no payment shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make be required that would duplicate a payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails made pursuant to pay indefeasibly to the Administrative Agent as required by clause subsection (iia) of this subsectionabove. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, The Borrower shall and do hereby, jointly and severally, does hereby indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.09(c)) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (which, for purposes of this Section 3.09(c), shall include the Issuing Bank) (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error. The Borrower shall and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.09(c)(ii) below. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof within 10 twenty (20) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 twenty (20) days after demand therefor, for any amount Credit Agreement Indemnified Taxes which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection, and the Administrative Agent and each Lender agree that, upon the making of such payment, the Borrower shall automatically be entitled to, and may exercise all rights of, subrogation in respect of such payment. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without i)Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.; provided that such certificate contains a reasonably detailed statement of the amounts then payable and the calculations thereof. ​ ​ ​

Tax Indemnifications. (i1) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)§§5.12.1 and 5.12.2 above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuerthe Issuing Bank, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuerthe Issuing Bank, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iib) of this subsectionsubsection incurred by the Administrative Agent. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an L/C Issuer the Issuing Bank (with a copy to the Administrative Agent), -50- or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuerthe Issuing Bank, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties ; provided that such indemnity shall alsonot, and do hereby, jointly and severally, indemnify as to the demanding Lender or Administrative Agent, be available to the extent that such liabilities are determined by a court of competent jurisdiction by a final and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionAgent. A certificate as to the amount of any such payment or liability liability, with a reasonably detailed calculation thereof, delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, 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 Business 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. 31 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 thirty (30) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days seven Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket reasonable expenses arising therefrom or with respect thereto, with respect to Obligations of such Borrower, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days seven Business Days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionsubsection with respect to Obligations of such Borrower. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.. 104

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, and do hereby indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrowers shall also, and do hereby, jointly and severally, hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (without duplication) (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrowers shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without i)Without limiting the provisions of subsection (a) or (b) above above, but subject to subsection (but without duplication of any payments made by the Loan Parties pursuant to such subsections)c)(ii) below, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after written demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionSection 9.10. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above above, but subject to subsection (but without duplication of any payments made by the Loan Parties pursuant to such subsections)c)(ii) below, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after written demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionSection 9.10. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication above, and subject to Borrower’s right to contest the validity of any payments made by the Loan Parties pursuant to such subsections)same, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.. Table of Contents

Tax Indemnifications. (i) Without limiting or expanding the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, each Borrower shall indemnify the Administrative Agent, each Revolving Credit Lender and Lender, each L/C IssuerIssuer and each Fronting Bank, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such Lender, L/C IssuerIssuer or such Fronting Bank, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an Lender, a L/C Issuer or a Fronting Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. The applicable Lender, L/C Issuer or Fronting Bank shall indemnify the Borrower, and make payment in respect thereof, within 10 days after demand therefor, for any amount which Borrower is required to pay to the Administrative Agent pursuant to the immediately preceding sentence. A certificate as to the amount of any such payment or liability delivered to any Loan Party such Borrower by a Revolving Credit Lender or an , L/C Issuer or Fronting Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an such L/C IssuerIssuer or Fronting Bank, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Lead Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) required to be withheld or deducted by any Loan Party the Borrower or the Lead Administrative Agent or paid or required to be paid by the Lead Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Lead Administrative Agent, and shall make payment in respect thereof within 10 20 days after demand therefor, for any amount Indemnified Taxes which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Lead Administrative Agent as required by clause (ii) of this subsection, and the Lead Administrative Agent and each Lender agree that, upon the making of such payment, the Borrower shall automatically be entitled to, and may exercise all rights of, subrogation in respect of such payment. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Lead Administrative Agent), or by the Lead Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection paragraph (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)this Section 3.01, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, in connection with the Loan Documents or Obligations, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionparagraph (c). A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions Each of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do does hereby, jointly and severally, severally indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication above, each of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C IssuerIssuers, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any such Loan Party or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the applicable L/C Issuer, as the case may be, as a result of its Commitment, any Loans made by it hereunder, any Letter of Credit issued hereunder, any participation in any of the foregoing, or otherwise arising in any manner in connection with any Loan Document and any penalties, interest and reasonable, documented, out-of-pocket 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. The Each of the Loan Parties shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the applicable L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.. 104

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, be in connection with a Loan Document and any penalties, interest and reasonable, documented, out-of-pocket reasonable expenses arising therefrom or with respect thereto, CREDIT AGREEMENT – Page 50 whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause subsection (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest errorprima facie evidence thereof.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for .CHAR1\1170499v7 the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection but excluding Indemnified Taxes or Other Taxes paid by the Borrower to the Administrative Agent pursuant to Section 3.5(a)(ii)(C)) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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 AuthorityAuthority other than penalties, interest and expenses resulting from the gross negligence or willful misconduct of such recipient. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest interest, both without duplication, and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but above, and without duplication of any payments made by obligations of the Loan Parties pursuant to such subsectionsBorrower under Section 3.01(a), the Loan Parties shall, Borrower shall and do hereby, jointly and severally, hereby does indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties ; provided that such indemnity shall alsonot, and do hereby, jointly and severally, indemnify as to the demanding Lender or Administrative Agent, be available to the extent that such liabilities are determined by a court of competent jurisdiction by a final and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionAgent. A certificate as to the amount of any such payment or liability liability, with a reasonably detailed calculation thereof, delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, 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 Business 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. 34 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility)

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 30 days after Table of Contents demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket reasonable expenses arising therefrom or with respect theretothereto (other than any such penalties, interest or reasonable expenses incurred solely as the result of the gross negligence or willful misconduct of the Administrative Agent, such Lender or the 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, does hereby indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any the Loan Party Parties or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i1) Without limiting Each of the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties Borrowers shall, and do hereby, jointly and severally, does hereby indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall alsoIf a Borrower determines in its reasonable judgment that a reasonable basis exists for contesting an Indemnified Tax or Other Tax, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand thereforany Lender, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to Issuer, as the Administrative Agent as required by clause (ii) of this subsectioncase may be, shall reasonably cooperate with such Borrower in challenging such Indemnified Tax or Other Tax. A reasonably detailed certificate as to the amount of any such payment or liability delivered BOI-39221v8 to any Loan Party the Company by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Borrowers shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. Any such claim against a Borrower must be made within 90 days of the payment to which such claim relates.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (ai) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionsubsection (i). A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an such L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, be in connection with a Loan Document and any penalties, interest and reasonable, documented, out-of-pocket reasonable expenses arising therefrom or with respect thereto, CREDIT AGREEMENT – Page 49 whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause subsection (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest errorprima facie evidence thereof.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or such Borrower, the Administrative Agent or any withholding agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket reasonable expenses arising therefrom or with respect theretothereto (other than any penalties or expenses resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or the L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such each L/C Issuer, as the case may be, and any penalties, interest interest, both without duplication, and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (ie) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonablereasonable expenses (including, documentedwithout limitation any fees, out-of-pocket expenses charges or disbursements of counsel), 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. \52073062 A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party Borrowers or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrowers shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party Borrowers by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect CHAR1\1829960v3 thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party each Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 30 days after demand therefor, for any amount (other than amounts in respect of Excluded Taxes) which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative AgentAgent (but without duplication as to any amounts withheld and paid pursuant to Section 3.01(a)(ii) above), such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to setting forth in reasonable detail the calculation of the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and H-716717.9 shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C IssuerIssuers, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket reasonable expenses arising therefrom or with respect thereto, or with respect to amounts payable under subsection (a) above, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection, solely with respect to any Indemnified Taxes or Other Taxes and solely to the extent not duplicative of any amount paid by a Borrower pursuant to the preceding sentence. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without i)Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error; provided that such certificate contains a reasonably detailed statement of the amounts then payable and the calculations thereof.

Tax Indemnifications. (i) Without limiting or duplicating the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, be in connection with a Loan Document and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause subsection (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest errorprima facie evidence thereof.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (without duplication and including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest demonstrable error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.. (ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that 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,

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i%5) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, and shall make payment in respect thereof within 10 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 30 days after demand therefor, for any amount (other than amounts in respect of Excluded Taxes) which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days seven Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Colfax Credit Agreement Administrative Agent, and shall make payment in respect thereof within 10 days seven Business Days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties US Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit US Lender and each L/C Issuer, and shall make payment in respect thereof within 10 30 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the US Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit US Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties US Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit US Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iiiii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the US Borrower by a Revolving Credit US Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit US Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender Agent and each L/C IssuerTerm Lender, and shall make payment in respect thereof within 10 ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender Agent or such L/C IssuerTerm Lender, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after written demand therefor, for any amount which a Revolving Credit Term Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Term Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerTerm Lender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Co-Borrowers shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Co-Borrowers or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Co-Borrowers shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Co-Borrowers by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i%4) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, The Borrower shall and do hereby, jointly and severally, does hereby indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 4.09(c)) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (which, for the purposes of this Section 4.09, shall include the Issuing Bank) (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error. The Borrower shall and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.09(c)(ii) below.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 15 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The Borrower shall, and do hereby, jointly and severally, does hereby indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. 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 Loan Parties shall alsoBorrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by pursuant to Section 3.01(c)(ii) below; provided that, upon request of the Borrower, the Administrative Agent shall use commercially reasonable efforts to exercise its set-off rights described in the last sentence of clause (iic)(ii) of this subsection. A certificate as below to collect the applicable amount paid by Borrower pursuant to the preceding sentence from the applicable Lender and shall pay the amount so collected to the Borrower net of any such payment or liability delivered to any Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or reasonable expenses incurred by the Administrative Agent on in its own behalf or on behalf of a Revolving Credit efforts to collect from such Lender or an L/C Issuer, shall be conclusive absent manifest errorunder clause (c)(ii) below.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication above, and subject to Borrower’s right to contest the validity of any payments made by the Loan Parties pursuant to such subsections)same, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.clause

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsectionsthereof), the Loan Parties Co-Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by any Loan Party a Co-Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Co-Borrowers shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Co-Borrowers by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket reasonable expenses and costs 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. The Loan Parties Any indemnification payments in respect of expenses and costs made pursuant to this Section 3.01(c)(i) shall be made on an after-Tax basis, such that after all required deductions and payments of all Indemnified Taxes or Other Taxes, the Administrative Agent, each Lender and the L/C Issuer receives and retains an amount equal to the sum it would have received and retained had it not paid or incurred or been subject to such Indemnified Taxes and Other Taxes or expenses and costs. Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.clause

Tax Indemnifications. (i) Without limiting the provisions Each of subsection (ax) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), (other than the Loan Parties Foreign Obligors) shall, and do does hereby, jointly and severally, and (y) the Foreign Obligors shall, and does hereby, severally (solely, in the case of each Foreign Obligor, in respect of its relevant Indemnified Taxes), indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days (or such longer time as the applicable Recipient may agree) after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A reasonably detailed certificate as to the amount of any such payment or liability delivered to any Loan Party the Company by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties (other than the Foreign Obligors) shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days (or such longer time as the Administrative Agent shall agree) after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. Any such claim against a Loan Party must be made within 180 days of the payment by the Administrative Agent, the Lender, or the L/C Issuer to which such claim relates.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do hereby, jointly and severally, and do hereby indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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 Relevant Governmental Authority. The Loan Parties Borrower shall also, and do hereby, jointly and severally, hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions Each of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do does hereby, jointly and severallyseverally (except in the case of Designated Borrowers, whose obligations shall be several and not joint) indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Company by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally (except in the case of Designated Borrowers, whose obligations shall be several and not joint) indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after written demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions Each of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do does hereby, jointly and severally, severally indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

Tax Indemnifications. (i) Without limiting the provisions of subsection clause (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount in respect of such Borrower which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party a Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or otherwise with respect to any Loan Document, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Company shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 20 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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 Administrative Agent and the L/C Issuer agrees to give written notice to the Company of the assertion of any claim against such Lender, the Administrative Agent or the L/C Issuer, as the case may be, relating to such Indemnified Taxes no later than 180 days after the principal officer of such party responsible for administering this Agreement obtains knowledge thereof. The Loan Parties Company shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionsubsection after the Administrative Agent has exercised such remedies provided in clause (ii) of this subsection as Xxxxxx Pharmaceuticals Credit Agreement the Administrative Agent in its good faith discretion determines to be appropriate. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Company by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above above, but subject to subsection (but without duplication of any payments made by the Loan Parties pursuant to such subsections)c)(ii) below, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuer, Lender and shall make payment in respect thereof within 10 ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after written demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionSection 9.10. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. The applicable Lender or the L/C Issuer, as applicable, shall indemnify the Borrower, and make payment in respect thereof, within 10 days after demand therefor, for any amount which Borrower is required to pay to the Administrative Agent pursuant to the immediately preceding sentence. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive as to such amount absent manifest error.

Tax Indemnifications. (ia) Without limiting the provisions of subsection (a) Section 2.8.1 or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)2.8.2 above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender, the Swing Line Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 20 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender, the Swing Line Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 20 days after written demand therefor, for any amount which a Revolving Credit Lender, the Swing Line Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iib) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender, the Swing Line Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender, the Swing Line Lender or an the L/C Issuer, shall be conclusive absent manifest error.. 41

Tax Indemnifications. (i) Without i)Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i%5) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, 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 or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided that if the Borrower makes any such payment to the Administrative Agent pursuant to this sentence, the Lender or L/C Issuer who failed to make such payment to the Administrative Agent shall reimburse the Borrower for the amount of such payment.

Tax Indemnifications. (ia) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)§§5.12.1 and 5.12.2 above, the Loan Parties Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C Issuerthe Issuing Bank, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by, or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by from a payment to the Administrative Agent, such Revolving Credit Lender or such L/C IssuerIssuing Bank, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iib) of this subsectionsubsection incurred by the Administrative Agent. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrowers by a Revolving Credit Lender or an L/C Issuer the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuerthe Issuing Bank, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions Each of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted ​ ​ on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuers (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. Each of the Loan Parties shall alsoshall, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer Issuers for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iipursuant to Section 3.01(c)(ii) of this subsection. A certificate as below; provided, that the Loan Parties shall not be required to indemnify the Administrative Agent for any amount of any such payment or liability delivered to any Loan Party by a Revolving Credit Lender or an L/C Issuer (with a copy attributable solely to the Administrative Agent), ’s gross negligence or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest errorwillful misconduct.

Tax Indemnifications. (i) Without limiting Except to the provisions of subsection (aextent that an amount has been paid pursuant to Section 3.01(a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties shall, and do hereby, jointly and severally, severally indemnify the each Applicable Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or the either Applicable Administrative Agent or payable or paid by the either Applicable Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, Borrowers hereby jointly and severally, severally agree to indemnify the each Applicable Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the each Applicable Administrative Agent as required by clause (ii) of this subsection. A Any demand for payment on account of Indemnified Taxes payable or paid by the Applicable Administrative Agent, as the case may be, shall be supported by a certificate as to stating the amount of any such payment Taxes so paid or liability payable and describing the basis for the indemnification claim. Such certificate delivered to any a Loan Party by a Revolving Credit Lender or an the L/C Issuer (with a copy to the each Applicable Administrative Agent), or by the either Applicable Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection clauses (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsectionsduplication), the Loan Parties each Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party such Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Each Borrower shall also, and do hereby, jointly and severallydoes hereby (but without duplication), indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause subsection (ii) of this subsectionclause (c). A certificate as to the amount of any such payment or liability delivered to any Loan Party the relevant Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Revolving Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Revolving Administrative Agent or paid by the Revolving Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Revolving Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Revolving Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit Lender or an the L/C Issuer (with a copy to the Revolving Administrative Agent), or by the Revolving Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections)above, the Loan Parties Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each the L/C Issuer, and shall make payment in respect thereof within 10 fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party the Borrower or the Administrative Agent or paid by the Administrative Agent, such Revolving Credit Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties Borrower shall also, and do does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for any amount which a Revolving Credit Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the Borrower by a Revolving Credit 49 Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication of any payments made by the Loan Parties pursuant to such subsections), the Loan Parties The applicable Borrower shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Revolving Credit Lender and each L/C IssuerRecipient, and shall make payment in respect thereof within 10 ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, from a payment to such Revolving Credit Lender or such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable, documented, out-of-pocket 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. The Loan Parties shall also, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Revolving Credit Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to any Loan Party the applicable Borrower by a Revolving Credit Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Revolving Credit Lender or an L/C Issuer, shall be conclusive absent manifest error.. (ii) Each Lender and L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent against any Taxes attributable to