THAT THE TAX CONFIRMATIONS WILL BE ISSUED BY THE LENDERS,
TO THE EXTENT THEY MAY LAWFULLY DO SO, EXCLUSIVELY AT THE REQUEST OF THE
RELEVANT GERMAN BORROWER AND SOLELY FOR PROVIDING INFORMATION TO THE GERMAN TAX
AUTHORITIES REGARDING THE ABSENCE OF ANY BACK-TO-BACK-FINANCING PURSUANT TO THE
DECREES WITH RESPECT TO THE CREDIT DOCUMENTS AND THAT NEITHER THE LENDERS NOR
THE ADMINISTRATIVE AGENT ARE RESPONSIBLE FOR EXAMINING THE BORROWERS' TAX
POSITION OR FOR ACHIEVING ANY CERTAIN TAX TREATMENT OF THE BORROWERS.
FURTHERMORE, EACH OF THE BORROWERS CONFIRMS TO EACH LENDER AND TO THE
ADMINISTRATIVE AGENT THAT A TAX CONFIRMATION IS NOT GIVEN FOR THE BORROWERS TO
RELY ON, BUT ONLY FOR DELIVERY TO THE COMPETENT TAX AUTHORITIES AND THAT,
THEREFORE, NONE OF THE BORROWERS WILL RAISE ANY CLAIMS AGAINST A LENDER OR THE
ADMINISTRATIVE AGENT BASED ON, OR IN CONNECTION WITH, A (CORRECT OR INCORRECT)
TAX CONFIRMATION.
NO LENDER WILL BE, AND NEITHER THE ADMINISTRATIVE AGENT NOR
THE COLLATERAL AGENT WILL BE, LIABLE FOR ANY LOSS, EXPENSE OR ANY OTHER COST
WHATSOEVER INCURRED OR SUFFERED BY ANY OF THE BORROWERS AS A CONSEQUENCE OF ANY
DELIVERY OR FAILURE TO DELIVER A TAX CONFIRMATION BY A LENDER (OR BY THE
ADMINISTRATIVE AGENT ON BEHALF OF A LENDER) OR FOR ANY OTHER ACTION TAKEN AS
CONTEMPLATED BY THIS SECTION 9.20.
THE LENDERS MAY CONCLUSIVELY RELY ON
INSTRUCTIONS OF THE ADMINISTRATIVE
81
AGENT AND THE COLLATERAL AGENT FOR THE COMPLETION OF THE TAX CONFIRMATIONS AS TO
MATTERS OTHER THAN THE NAME AND JURISDICTION OF EACH LENDER.
(D)
EACH LENDER, TO THE EXTENT IT MAY LAWFULLY DO SO, WILL ISSUE AN
AMENDED FORM OF TAX CONFIRMATION TO BE REASONABLY AGREED UPON IN THE EVENT THAT
THE TAX LAWS (OR THE OFFICIAL INTERPRETATION OF THEM BY THE GERMAN TAX
ADMINISTRATION) APPLICABLE AS OF THE EFFECTIVE DATE ARE AMENDED.
EACH LENDER IS
PERMITTED TO ISSUE AN ADJUSTED TAX CONFIRMATION AT ANY TIME, AND, IN PARTICULAR,
IN RESPECT OF ANY AMENDMENT TO THE CREDIT DOCUMENTS, AND THE LENDERS ARE NOT
BOUND BY ANY CONFIDENTIALITY OR SECRECY REQUIREMENT HEREUNDER OR UNDER ANY
APPLICABLE LAWS, REGULATIONS OR PRACTICE IN RESPECT OF ANY INFORMATION IN THAT
RESPECT REQUESTED BY, AND PROVIDED BY THEM TO, ANY TAX AUTHORITY.
(E)
ANY COSTS AND EXPENSES REASONABLY INCURRED BY ANY LENDER IN
CONNECTION WITH THE PROVISION OF THE TAX CONFIRMATIONS (INCLUDING REASONABLE
FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO SUCH LENDER) WILL BE BORNE BY THE
RELEVANT GERMAN BORROWER.
THE BORROWER WILL INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND EACH LENDER OR ANY OF THEM FROM
ANY CLAIMS RAISED AGAINST THEM ON THE GROUNDS OF HAVING ISSUED A TAX
CONFIRMATION AND AGAINST ANY RELATED LOSSES, DAMAGES, LIABILITIES AND EXPENSES
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL).
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers or representatives as of the
day and year first above written.
SAUER-DANFOSS INC.
By
/s/ Karl J. Schmidt