Borrower shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Agent), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 9.1 ) required to be paid by such Secured Party by any Governmental Authority and any Liabilities arising therefrom or with respect thereto, whether or not, absent manifest error, such Taxes or Other Taxes were correctly or legally asserted by such Governmental Authority. A certificate of the Secured Party (or of Agent on behalf of such Secured Party) claiming any compensation under this Section 9.1(d) setting forth the amounts to be paid thereunder and delivered to Borrower with a copy to Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, Agent and such Secured Party may use any reasonable averaging and attribution methods.