Each U.S. Loan Party shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to the Administrative Agent), each Tax Indemnitee for all Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on amounts payable under this Section 2.17 ) paid or payable by such Tax Indemnitee whether or not such Indemnified Taxes were correctly or legally asserted.  A certificate of such Tax Indemnitee (or of the Administrative Agent on behalf of such Tax Indemnitee) claiming any compensation under this clause (d) , setting forth the amounts to be paid thereunder and delivered to the relevant U.S. Loan Party with copy to the Administrative Agent, shall be conclusive, binding and final for all purposes, absent manifest error.