TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWERS WILL JOINTLY AND SEVERALLY INDEMNIFY AND HOLD HARMLESS EACH LENDER AND THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT FOR ANY AND ALL COVERED TAXES AND OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL COVERED TAXES OR OTHER TAXES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE UNDER THIS SECTION 4.06 ) PAYABLE BY SUCH LENDER OR THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT (ON THEIR BEHALF OR ON BEHALF OF ANY LENDER), AS THE CASE MAY BE, AND ALL EXPENSES WITH RESPECT THERETO, WHETHER OR NOT SUCH COVERED TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED. ANY PAYMENT PURSUANT TO SUCH INDEMNIFICATION SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE DATE ANY LENDER, THE COLLATERAL AGENT OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, MAKES WRITTEN DEMAND THEREFOR. A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR LIABILITY DELIVERED TO THE PARENT BORROWER BY A LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT), OR BY THE ADMINISTRATIVE AGENT ON ITS OWN BEHALF OR ON BEHALF OF A LENDER, SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 4.06 TO THE CONTRARY, THE BORROWERS SHALL BE UNDER NO OBLIGATION TO ANY LENDER OR ANY AGENT WITH RESPECT TO ANY ADDITIONAL AMOUNTS DESCRIBED IN SUBSECTIONS (A) AND (C) OF THIS SECTION 4.06 TO THE EXTENT THAT THE LENDER OR AGENT (AS THE CASE MAY BE) DOES NOT NOTIFY THE PARENT BORROWER WITHIN 120 DAYS AFTER THE LENDER OR AGENT (AS THE CASE MAY BE) HAS ACTUAL KNOWLEDGE OF THE TAX CLAIM GIVING RISE TO SUCH ADDITIONAL AMOUNTS, AND THE BORROWERS DO NOT OTHERWISE HAVE ACTUAL KNOWLEDGE OF SUCH TAX CLAIM BEFORE THE END OF SUCH 120 DAY PERIOD.