Each Obligor shall indemnify Administrative Agent and each Lender for and hold Administrative Agent and each Lender harmless against the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.5.4) paid by Administrative Agent or any Lender, or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided that no Obligor shall be obligated to indemnify Administrative Agent or any Lender for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from such Person’s gross negligence or willful misconduct. Each Lender agrees to give notice to the Obligors of the assertion of any claim against such Lender relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion, and in no event later than 90 days after the principal officer of such Lender responsible for administering this Agreement obtains knowledge thereof; provided that any Lender’s failure to notify any Obligor of such assertion within such 90 day period shall not relieve such Obligor of its obligation under this Section 2.5.4 with respect to Indemnified Taxes or Other Taxes, penalties, interest or expenses arising prior to the end of such period, but shall relieve such Obligor of its obligations under this Section 2.5.4 with respect to Indemnified Taxes and Other Taxes, penalties, interest or expenses accruing between the end of such period and such time as such Obligor receives notice from such Lender as provided herein. Payments by any Obligor pursuant to this indemnification shall be made within 30 days from the date Administrative Agent or such Lender makes written demand therefor (submitted through Administrative Agent), which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof.