BORROWERS
OR GUARANTORS SHALL BE REQUIRED BY LAW OR THE ADMINISTRATION THEREOF TO DEDUCT
OR WITHHOLD ANY COVERED TAXES FROM OR IN RESPECT OF ANY SUM PAYABLE HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT, (A) THE SUM PAYABLE SHALL BE INCREASED AS MAY BE
NECESSARY SO THAT AFTER MAKING ALL REQUIRED DEDUCTIONS OR WITHHOLDINGS
(INCLUDING DEDUCTIONS OR WITHHOLDINGS APPLICABLE TO ADDITIONAL AMOUNTS PAID
UNDER THIS PARAGRAPH), THE APPLICABLE CREDITOR PARTIES RECEIVE AN AMOUNT EQUAL
TO THE SUM THEY WOULD HAVE RECEIVED IF NO SUCH DEDUCTION OR WITHHOLDING HAD BEEN
MADE; (B) THE BORROWERS AND GUARANTORS SHALL MAKE SUCH DEDUCTIONS OR
WITHHOLDINGS; AND (C) THE BORROWERS AND GUARANTORS SHALL PAY THE FULL AMOUNT
DEDUCTED OR WITHHELD TO THE RELEVANT TAXATION OR OTHER AUTHORITY IN ACCORDANCE
WITH APPLICABLE LAW.
6.3.2
OTHER TAXES.
THE BORROWERS AND GUARANTORS AGREE TO
PAY, IN A TIMELY MANNER AND IN ACCORDANCE WITH ALL APPLICABLE LAW, ANY PRESENT
OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY TAXES,
CHARGES OR SIMILAR LEVIES (ALL SUCH TAXES, CHARGES AND LEVIES BEING HEREIN
REFERRED TO AS "OTHER TAXES") IMPOSED BY ANY JURISDICTION (OR ANY POLITICAL
SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN) WHICH ARISE FROM ANY PAYMENT
MADE BY THE BORROWERS OR GUARANTORS HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS OR FROM THE EXECUTION, DELIVERY OR REGISTRATION OF, OR OTHERWISE WITH
RESPECT TO, THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
6.3.3
INDEMNIFICATION.
THE BORROWERS AND GUARANTORS
AGREE TO INDEMNIFY EACH OF THE CREDITOR PARTIES FOR THE FULL AMOUNT OF COVERED
TAXES OR OTHER TAXES NOT DEDUCTED, WITHHELD AND PAID BY THE BORROWERS OR
GUARANTORS IN ACCORDANCE WITH SECTIONS 6.3.1 AND 6.3.2 ON AMOUNTS PAYABLE BY THE
BORROWERS AND GUARANTORS UNDER THIS SECTION WHICH ARE PAID BY ANY OF THE
CREDITOR PARTIES AND ANY LIABILITY (INCLUDING PENALTIES AND INTEREST ARISING
THEREFROM OR WITH RESPECT THERETO, OTHER THAN PENALTIES AND INTEREST
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ATTRIBUTABLE SOLELY TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
CREDITOR PARTIES, AS APPLICABLE) ARISING THEREFROM OR WITH RESPECT THERETO,
WHETHER OR NOT ANY SUCH COVERED TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY
ASSERTED.
PAYMENT UNDER THIS INDEMNIFICATION SHALL BE MADE WITHIN FIFTEEN (15)
DAYS FROM THE DATE A CREDITOR PARTY MAKES WRITTEN DEMAND THEREFOR.
A
CERTIFICATE AS TO THE AMOUNT OF SUCH COVERED TAXES OR OTHER TAXES AND EVIDENCE
OF PAYMENT THEREOF SUBMITTED TO THE BORROWERS AND GUARANTORS SHALL BE
CONCLUSIVE, ABSENT MANIFEST ERROR, OF THE AMOUNT DUE FROM THE BORROWERS OR
GUARANTORS TO SUCH CREDITOR PARTY.
6.3.4
NON-U.S. LENDERS.
EACH CREDITOR PARTY THAT IS
ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES (A
"NON-U.S. LENDER") AGREES THAT IT SHALL, NO LATER THAN THE CLOSING DATE (OR, IN
THE CASE OF A CREDITOR PARTY WHICH BECOMES A PARTY HERETO PURSUANT TO THIS
CREDIT AGREEMENT AFTER THE CLOSING DATE, ON OR PRIOR TO THE DATE UPON WHICH SUCH
CREDITOR PARTY BECOMES A PARTY HERETO), AND FROM TIME TO TIME THEREAFTER UPON
THE REASONABLE REQUEST OF THE BORROWERS