Common use of Tax Indemnifications Clause in Contracts

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting the provisions of clause (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrowers shall, and does hereby, jointly and severally, indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within ten 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount and basis of calculation of any such payment or liability delivered to the Borrower Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each In respect of the Loan Parties and the Subsidiaries of Loans, the Loan Parties shall, and each Loan Party does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting the provisions of the Loan Parties and the Subsidiaries of clause (a) or (b) above, the Loan Parties shall, and does do hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from by a payment to Withholding Agent or paid or payable by such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a any Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuerany Lender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication or limiting the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly indemnify the Administrative Agent and severally, indemnify each RecipientLender, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by such Recipient the Administrative Agent or required to be withheld or deducted from a payment to such Recipientthe Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. Without limiting the provisions of clauses (ia) Each of or (b) above, the Loan Credit Parties shall indemnify the Administrative Agent and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, indemnify each RecipientLender, and shall make payment in respect thereof within ten 15 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.015.4) payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability (along with a written statement setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, shall jointly and severallyseverally indemnify, indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a with respect to any payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability (with a calculation of such amount in reasonable detail) delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.013.2) payable or paid by such Recipient Recipient, or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Administrative Borrower by a 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 Lender or an L/C Issuerthe Issuing Lender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplicating the provisions of subsection (a) above, each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Borrowers by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties The Borrower and the Subsidiaries of the Loan Parties Parent shall, and does do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower and the Parent by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. Without limiting the provisions of subsection (ia) Each of or (b) above, the Loan Parties Borrower shall indemnify the Administrative Agent and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, indemnify each RecipientLender, and shall make payment in respect thereof within ten 15 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.015.4) paid or payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability (along with a written statement setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties The Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefortherefor accompanied by the certificate described below in this clause (c)(i), for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.. 103

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 15 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.019.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses (excluding any Excluded Taxes) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, such Lender or the Letter of Credit Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C the Letter of Credit Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C the Letter of Credit Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a), each of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower respective Loan Party by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a) or (b), each of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten days 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to prepared in good faith setting forth in reasonable detail the calculation of the amount of such payment or liability and delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting or duplicating the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten fifteen (15) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest Recipient and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the amount and basis for calculation of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, hereby jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 30 days after demand its receipt of a reasonably detailed written invoice therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate duly executed certificate, prepared in good faith, as to the amount of such payment or liability delivered to the Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive presumptively correct absent manifest error.

Tax Indemnifications. (i) Each Without duplicating the provisions of subsection (a) above, each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount (and describing the basis) of such payment or liability delivered to the Borrower Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the The Loan Parties shall, and each Loan Party does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting or duplicating the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 15 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest Recipient and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the amount and basis for calculation of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. Without limiting the provisions of subsection (ia) Each of or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly indemnify the Administrative Agent and severallyeach Lender, indemnify each Recipientwithout duplication, and shall make payment in respect thereof within ten days 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries provisions of subsection (a) above, the Loan Parties shall, and each Loan Party does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount (and describing the basis) of such payment or liability delivered to the Lead Borrower by a 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 any other Agent, a Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly indemnify the Administrative Agent and severally, indemnify each RecipientLender, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. Without limiting the provisions of subsection (ia) Each of or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly indemnify the Administrative Agent and severally, indemnify each RecipientLender, and shall make payment in respect thereof within ten 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.013.2) payable or paid by such Recipient Recipient, or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a 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 Lender or an L/C Issuerthe Issuing Lender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, shall jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 30 days after demand its receipt of a reasonably detailed written invoice therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate duly executed certificate, prepared in good faith, as to the amount of such payment or liability delivered to the Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive presumptively correct absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a), eachEach of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower respective Loan Party by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly indemnify the Administrative Agent and severally, indemnify each RecipientLender, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a), each of the Loan Parties Borrowers shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Borrowers by a any 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 any Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (other than penalties resulting from the gross negligence, bad faith or willful misconduct of such Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith by such Lxxxxx (or the Administrative Agent on behalf of such Lender), accompanied by a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts, delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a), each of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (iI) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 15 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.019.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses (excluding any Excluded Taxes) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties i)The Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 30 days after demand therefortherefor accompanied by the certificate described below in this clause (c)(i), for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the basis for such demand and the calculation of the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties The Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the nature and amount of such payment or liability delivered to the Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each The Borrower and each of the Loan Parties and the Subsidiaries of the other Loan Parties shall, and does do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an the Fronting L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the Fronting L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, do hereby jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten days (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01SECTION 2.21) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a 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 Lender or an L/C Issuerthe Issuing Bank, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the nature and amount of such payment or liability delivered to the applicable Borrower by a Lender or an the applicable L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the applicable L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries provisions of subsection (a) above, the Loan Parties shall, and each Loan Party does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.013.1) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount (and describing the basis) of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuerany Lender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly indemnify the Administrative Agent and severally, indemnify each RecipientLender, and shall make payment in respect thereof within ten thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.013.2) payable or paid by such Recipient Recipient, or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Administrative Borrower by a 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 Lender or an L/C Issuerthe Issuing Lender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a), each of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability shall be delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest errorLender.

Tax Indemnifications. (iiii) Each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to prepared in good faith setting forth in reasonable detail the calculation of the amount of such payment or liability and delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplicating the provisions of subsection (a) above, each of the Loan Parties and the Subsidiaries of the Loan Credit Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount (and describing the basis) of such payment or liability delivered to the Borrower Representative by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties The Borrower shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an the L/C Issuer Intermediary (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C IssuerIntermediary, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties The Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten days (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the amount of and basis for such payment or liability delivered to the Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. Without duplication or limiting the provisions of subsection (ia) Each of the Loan Parties and the Subsidiaries of or (b) above, the Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.013.1) paid or payable by the Administrative Agent or paid by such Recipient or required to be withheld or deducted from a payment to such Recipientthe Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severallyseverally (for the avoidance of doubt, subject to Section 2.15(b)) indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the a Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, hereby jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 30 days after demand its receipt of a reasonably detailed written invoice therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate duly executed certificate, prepared in good faith, as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive presumptively correct absent manifest error.

Tax Indemnifications. (i) Each Without limiting the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.. The Borrower shall, and does hereby, indemnify the

Tax Indemnifications. (i1) Each of the Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 15 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.019.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses (excluding any Excluded Taxes) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each In respect of the Loan Parties and Domestic Loans, the Subsidiaries of the Domestic Loan Parties shall, and each Domestic Loan Party does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Domestic Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a), each of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without duplication of the Loan Parties and the Subsidiaries any additional amounts paid pursuant to Section 3.01(a), each of the Loan Parties shall, and does hereby, jointly and severally, severally indemnify each Recipient, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each of the The Loan Parties and the Subsidiaries of the Loan Parties shall, and does hereby, jointly and severally, shall indemnify each Recipient, Recipient and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a 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 Lender or an the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (i) Each Without limiting or duplicating the provisions of subsection (a) or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten 15 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest Recipient and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount and basis for calculation of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. Without limiting the provisions of subsection (ia) Each of or (b) above, the Loan Parties and the Subsidiaries of the Loan Parties Borrower shall, and does hereby, jointly and severally, indemnify each RecipientAgent and each Lender, and shall make payment in respect thereof within ten 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient Agent or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest interest, additions to tax and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative an Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error.

Tax Indemnifications. Without limiting or duplicating the provisions of subsection (ia) Each of the Loan Parties and the Subsidiaries of or (b) above, the Loan Parties shall, and does do hereby, jointly and severally, severally indemnify the Administrative Agent and each RecipientLender, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such RecipientLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower Agent by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest or demonstrable error.