Common use of Indemnification by the Lenders Clause in Contracts

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 12.7 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.9(f) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (eh).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.8 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to setting forth in reasonable detail the nature and amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 11.10(c) hereof relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 12.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 30 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes (or any Indemnified Tax which would have given rise to an increased payment under Section 2.18(a) but did not give rise to such an increased payment solely because one or more of the exclusions in Section 2.18(b) applied) attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (ef).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.4(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Documentthis Agreement, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document this Agreement or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 13.1(i) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e)paragraph.

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 thirty days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Company has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Documentthis Agreement or the Notes, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document this Agreement or the Notes or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such LenderLxxxxx’s failure to comply with the provisions of Section 13.11 14.1(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the each Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the such Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.04(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the such Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the any Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the each Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the such Agent to the such Lender from any other source against any amount due to the such Agent under this paragraph (e)paragraph.

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) the Administrative Agent for (x) any Taxes (but, in the case of any Indemnified Taxes attributable to such Lender (but Taxes, only to the extent that any Obligor Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), ) and (iiy) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.04(c) relating to the maintenance of a Participant Register and (iiiii) the Loan Parties for any Excluded Taxes Taxes, in each case attributable to such Lender, in each case, Lender that are paid or payable or paid by the Administrative Agent or the applicable Loan Party (as applicable) in connection with any Credit Document, this Agreement and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A The indemnity under this paragraph shall be paid within 10 days after the Administrative Agent or the applicable Loan Party (as applicable) delivers to the applicable Lender a certificate as to stating the amount of such payment Taxes so paid or liability delivered to any Lender payable by the Administrative Agent or the applicable Loan Party (as applicable). Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the applicable Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Company has not already indemnified the such Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the such Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the each Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the such Agent to the Lender from any other source against any amount due to the such Agent under this paragraph (ed).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has Borrower have not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by imposed on the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s 's failure to comply with the provisions of Section 13.11 12.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 12.2 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (eSection 3.5(e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.10 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 12.5(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (d). (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 13.5(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (eh). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Agent.

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days Business Days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Company has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 14.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).. (d)

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has the Borrowers have not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 13.2.4 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Documentthis Agreement, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document this Agreement or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor a Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 14.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s 's failure to comply with the provisions of Section 13.11 8.9(g) relating to the maintenance of a Participant Register Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the AgentAgents, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor a Loan Party has not already indemnified the Agent Agents for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 14.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent Agents in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any such Lender by the Agent Agents shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent Agents to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent Agents to the such Lender from any other source against any amount due to the Agent Agents under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 11.16 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph subsection (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.06(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the such Lender from any other source against any amount due to the Agent under this paragraph (e).. (f) Status of Lenders. 81

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor a Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 15.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (d). (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has Borrowers have not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.06(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 15 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.05(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has Borrower have not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 ‎Section 10.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 12.16.4 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e). The agreements in paragraph (e) shall survive the resignation and/or replacement of the Agent.

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrowers to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 10.06(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the such Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 12.1(i) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e). The agreements in paragraph (e) shall survive the resignation and/or replacement of the Agent.

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.14(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the each Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the such Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the such Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the any Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the each Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the any Agent to the Lender from any other source against any amount due to the any Agent under this paragraph (e)paragraph.

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such LenderLexxxx’s failure to comply with the provisions of Section 13.11 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower or a Guarantor has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower and the Guarantors to do so), ) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 12.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such LenderRegister, in each either case, that are payable or paid by the Administrative Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 14.1(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days Business Days after written demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Company has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.07 (d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 13.09 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest demonstrable error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph subsection (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Credit Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 12.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 13.11 9.04(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental AuthorityAuthority and (iii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.07(d)(ii) relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors such Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.06(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, each Agent for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Company has not already indemnified the such Agent for such Indemnified Taxes therefor and without limiting the obligation of the Obligors Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.6(h)(i) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the such Agent in connection with any Credit Document, Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Such payment shall be due within ten days of such Xxxxxx’s receipt of such certificate. Each Lender hereby authorizes the each Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the any Agent to the such Lender from any other source against any amount due to the such Agent under this paragraph (eg).

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has the Borrower have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 relating to the maintenance of a Participant Register and 9.6, (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 15 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Company has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.05(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.6(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors any Loan Party to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to -62- such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the such Lender from any other source against any amount due to the Agent under this paragraph (e).

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

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental AuthorityAuthority and (iii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.07(d)(ii) relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e).. (f)

Indemnification by the Lenders. Each Lender shall severally indemnify the AgentAgents, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor a Loan Party has not already indemnified the Agent Agents for such Indemnified Taxes and without limiting the obligation of the Obligors Loan Parties to do so), (ii) any Taxes attributable to such LenderLxxxxx’s failure to comply with the provisions of Section 13.11 14.1(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent Agents in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any such Lender by the Agent Agents shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent Agents to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent Agents to the such Lender from any other source against any amount due to the Agent Agents under this paragraph (ed).

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 10.06(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off setoff and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the such Lender from any other source against any amount due to the Agent under this paragraph (e).. (f)

Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor the Company has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Obligors Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.11 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ed).