ON A JOINT AND SEVERAL BASIS TO PAY
THE FULL AMOUNT OF SUCH COVERED TAXES, AND SUCH ADDITIONAL AMOUNTS AS MAY BE
NECESSARY SO THAT EVERY PAYMENT OF ALL AMOUNTS DUE UNDER THIS AGREEMENT, THE
GUARANTEES OR ANY OTHER CREDIT DOCUMENT, AFTER WITHHOLDING OR DEDUCTION FOR OR
ON ACCOUNT OF ANY COVERED TAXES, WILL NOT BE LESS THAN THE AMOUNT PROVIDED FOR
HEREIN OR IN SUCH OTHER CREDIT DOCUMENT; PROVIDED, HOWEVER, THAT NO SUCH
ADDITIONAL AMOUNT SHALL BE REQUIRED TO BE PAID TO ANY LENDER UNDER THIS
SECTION 5.06 TO THE EXTENT SUCH ADDITIONAL AMOUNT RELATES TO A PORTION OF ANY
SUMS PAID OR PAYABLE TO SUCH LENDER UNDER ANY NOTE OR GUARANTEE WITH RESPECT TO
WHICH SUCH LENDER DOES NOT ACT FOR ITS OWN ACCOUNT UNLESS THE BENEFICIAL OWNER
WOULD OTHERWISE BE ENTITLED TO SUCH ADDITIONAL AMOUNT.
THE RELEVANT CREDIT
PARTY SHALL TIMELY PAY THE AMOUNT OF ANY COVERED TAXES TO THE RELEVANT
GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
THE RELEVANT CREDIT
PARTY SHALL FURNISH TO ADMINISTRATIVE AGENT WITHIN 45 DAYS AFTER THE DATE THE
PAYMENT OF ANY COVERED TAXES IS DUE PURSUANT TO APPLICABLE LAW DOCUMENTATION
REASONABLY SATISFACTORY TO SUCH LENDER EVIDENCING SUCH PAYMENT BY SUCH CREDIT
PARTY.
THE CREDIT PARTIES AGREE TO JOINTLY AND SEVERALLY INDEMNIFY AND HOLD
HARMLESS EACH LENDER, AND REIMBURSE SUCH LENDER UPON ITS WRITTEN REQUEST, FOR
THE AMOUNT OF ANY COVERED TAXES SO LEVIED OR IMPOSED AND PAID BY SUCH LENDER.
SUCH WRITTEN REQUEST SHALL INCLUDE A CERTIFICATE OF SUCH LENDER SETTING FORTH IN
REASONABLE DETAIL THE BASIS OF SUCH REQUEST AND SUCH CERTIFICATE, ABSENT
MANIFEST ERROR, SHALL BE CONCLUSIVE.
(B)
EACH LENDER THAT IS NOT A "UNITED STATES PERSON" (AS SUCH TERM IS
DEFINED IN SECTION 7701(A)(30) OF THE CODE) (A "NON-U.S. LENDER") AGREES TO
DELIVER TO BORROWER AND ADMINISTRATIVE AGENT ON OR PRIOR TO THE CLOSING DATE OR,
IN THE CASE OF A LENDER THAT IS AN ASSIGNEE OR TRANSFEREE OF AN INTEREST UNDER
THIS AGREEMENT PURSUANT TO SECTION 13.05 (UNLESS THE ASSIGNED OR TRANSFEREE
LENDER WAS ALREADY A LENDER HEREUNDER IMMEDIATELY PRIOR TO SUCH ASSIGNMENT OR
TRANSFER AND WAS IN COMPLIANCE WITH THIS SECTION 5.06(B) AS OF THE DATE OF SUCH
ASSIGNMENT OR TRANSFER), ON THE DATE OF SUCH ASSIGNMENT OR TRANSFER TO SUCH
LENDER, (I) TWO ACCURATE AND COMPLETE ORIGINAL SIGNED COPIES OF INTERNAL REVENUE
SERVICE FORM W-8ECI OR W-8BEN (OR SUCCESSOR FORMS) CERTIFYING TO SUCH LENDER'S
ENTITLEMENT TO EXEMPTION FROM OR REDUCTION IN THE RATE OF UNITED STATES
WITHHOLDING TAX WITH RESPECT TO PAYMENTS TO BE MADE UNDER THIS AGREEMENT AND
UNDER ANY OTHER CREDIT DOCUMENT OR ANY GUARANTEE (OR, WITH RESPECT TO ANY
ASSIGNEE LENDER, AT LEAST AS EXTENSIVE AS THE ASSIGNING LENDER), OR (II) IF THE
LENDER IS NOT A "BANK" WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE CODE
AND CANNOT DELIVER EITHER INTERNAL REVENUE SERVICE FORM W-8ECI OR W-8BEN
PURSUANT TO CLAUSE (I) ABOVE, (X) A CERTIFICATE SUBSTANTIALLY IN THE FORM OF
EXHIBIT E (ANY SUCH CERTIFICATE, A "FOREIGN LENDER CERTIFICATE") AND (Y)