Tax Indemnifications. (l) Without limiting the provisions of [subsection (a) or (b)])] above, each Loan Party shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSW

Tax Indemnifications. (l)(i) Without limiting the provisions of [subsection (a) or (b)])] above, each Loan Partythe Borrower shall, jointly and does hereby,severally, and do hereby indemnify the Administrative Agent, each Lender and eachthe L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Partythe Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or suchthe L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWRelevant Governmental Authority. The Borrower shall also, and do hereby indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnifications. (l) Without limitingEach of the provisions of [subsection (a) or (b)])] above, each Loan PartyParties shall, and does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C Issuer,Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)Section 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent,from a payment to such Lender or such L/C Issuer, as the case may be,Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to [Section 3.01(c)(ii)] below

Tax Indemnifications. (l) Without limitingEach of the provisions of [subsection (a) or (b)])] above, each Loan PartyParties shall, and does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C Issuer,Recipient, and shall make payment in respect thereof within 10thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)[Section 3.01]) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent,from a payment to such Lender or such L/C Issuer, as the case may be,Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whetherthereto (other than any penalties, interest or notother charges that are due to the gross negligence or willful misconduct of the Recipient as determined in a final, nonappealable judgment by a court of competent jurisdiction), provided that such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to [Section 3.01(c)(ii)] below.

Tax Indemnifications. (l) Without limiting(i) Each of the provisions of [subsection (a) or (b)])] above, each Loan PartyBorrowers shall, and does hereby,hereby indemnify the Administrative Agent, each Lender and each L/C Issuer,Recipient, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)Section 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent,from a payment to such Lender or such L/C Issuer, as the case may be,Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. If a Borrower determines in its reasonable judgment that a reasonable basis exists for contesting an Indemnified Tax or Other Tax, the Administrative Agent, any Lender, or the L/C Issuer, as the case may be, shall reasonably cooperate with such Borrower in challenging such Indemnified Tax or Other Tax. A reasonably detailed certificate as to the amount of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Borrowers shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after written demand therefor, for any amount that a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to [Section 3.01(c)(ii)] below. Any such claim against a Borrower must be made within 90 days of the payment to which such claim relates.

Tax Indemnifications. (l) Without limitingEach of the provisions of [subsection (a) or (b)])] above, each Loan PartyParties shall, and does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C Issuer,Recipient, and shall make payment in respect thereof within 10ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)Section 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent,from a payment to such Lender or such L/C Issuer, as the case may be,Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to [Section 3.01(c)(ii)] below.

Tax Indemnifications. (l) Without limiting the provisions of [subsection (a) or (b)])] above, eachThe Loan Party shall, and does hereby,Parties will indemnify the Administrative Agent, each LenderAgent and each L/C Issuer, and shall make payment in respect thereofLender, within 10ten days after written demand therefor, for the full amount of any Indemnified Taxes payable or Other Taxespaid by the Administrative Agent or such Lender on or with respect to any payment by or on account of any obligation of such Loan Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Section 2.17) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. A certificate as to the amount of such payment or liability delivered to such Loan Party by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, will be conclusive absent manifest error.

Tax Indemnifications. (l) Without limiting(i) Each of the provisions of [subsection (a) or (b)])] above, each Loan PartyBorrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C Issuer,Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)Section 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent,from a payment to such Lender or such L/C Issuer, as the case may be,Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Borrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to [Section 3.01(c)(ii)] below.

Tax Indemnifications. (l) Without limiting the provisions of [subsection (a) or (b)])] above, each Loan PartyIndemnification. (i) The Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer,Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)[Section 3.01]) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent,from a payment to such Lender or such L/C Issuer, as the case may be,Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to [Section 3.01(c)(ii)] below.

Tax Indemnifications. (l) Without limiting(i) Each of the provisions of [subsection (a) or (b)])] above, each Loan PartyParties shall, and does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C Issuer,Recipient, and shall make payment in respect thereof within 10ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section)Section 3.01) payable or paid by such Recipient or required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent,from a payment to such Lender or such L/C Issuer, as the case may be,Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant 885707.04-LACSR02A - MSWGovernmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error.