LEGAL AND TAX ADVISERS.
(G)
TO THE EXTENT THE GERMAN TAX AUTHORITIES REQUIRE A GERMAN
BORROWER TO PROVIDE, IN ADDITION TO THE CERTIFICATES, FURTHER EVIDENCE OR
INFORMATION, THE FACILITY AGENT AND/OR THE LENDERS SHALL CONSIDER IN GOOD FAITH
TO WHAT EXTENT IT IS
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REASONABLY PRACTICAL FOR THEM TO SUPPORT THE RELEVANT GERMAN BORROWER IN THAT
REGARD.
(H)
REASONABLE COSTS AND EXPENSES INCURRED BY THE FACILITY AGENT OR
ANY LENDER (UNLESS ONLY THE FACILITY AGENT REVIEWS AND ISSUES THE CERTIFICATE
WITHOUT THE INVOLVEMENT OF THE LENDER) IN CONNECTION WITH THE PROVISIONS OF A
CERTIFICATE WILL BE BORNE BY THE GERMAN BORROWERS.
NEITHER THE FACILITY AGENT
NOR ANY LENDER SHALL BE LIABLE AS A RESULT OF THE DELIVERY OF A CERTIFICATE.
EACH GERMAN BORROWER AGREES TO INDEMNIFY THE FACILITY AGENT AND EACH LENDER WITH
RESPECT TO POTENTIAL CLAIMS MADE AGAINST THE FACILITY AGENT OR ANY LENDER WITH
RESPECT TO ANY CERTIFICATE BY ANY THIRD PARTY (OTHER THAN CLAIMS ARISING BY
REASON OF GROSS NEGLIGENCE BY THE FACILITY AGENT OR THAT LENDER).
NO OBLIGOR
WILL RAISE ANY CLAIMS AGAINST THE FACILITY AGENT OR ANY LENDER BASED ON, OR IN
CONNECTION WITH, A (CORRECT/COMPLETE OR INCORRECT/INCOMPLETE) CERTIFICATE,
EXCEPT IN CASES WHERE THE FACILITY AGENT OR THE LENDERS ARE IN BREACH OF THEIR
UNDERTAKING TO DELIVER THE CERTIFICATE IN ACCORDANCE WITH THIS CLAUSE 16.9, IN
WHICH EVENT EACH LENDER OR THE FACILITY AGENT, AS THE CASE MAY BE, SHALL ONLY BE
SEVERALLY (AND NOT JOINTLY) LIABLE FOR ITS OWN BREACH (AND THE FACILITY AGENT
SHALL NOT BE LIABLE FOR A BREACH OF THE UNDERTAKING BY THE LENDERS).
(I)
FOR THE AVOIDANCE OF DOUBT:
(I)
NONE OF THE FACILITY AGENT NOR ANY LENDER SHALL BE OBLIGED TO
DISCLOSE TO ANY OTHER PERSON ANY CONFIDENTIAL INFORMATION REGARDING ITS BUSINESS
OR ANY OTHER INFORMATION RELATING TO ITS TAX AFFAIRS OR TAX COMPUTATIONS
(INCLUDING, WITHOUT LIMITATION, ITS TAX RETURNS OR ITS CALCULATIONS) AS A RESULT
OF THE OPERATION OF THIS CLAUSE;
(II)
NONE OF THE FACILITY AGENT NOR ANY LENDER SHALL BE OBLIGED TO DELIVER
ANY INFORMATION OR MAKE ANY STATEMENTS PURSUANT TO THIS CLAUSE IF BY DOING SO IT
WOULD CONTRAVENE THE TERMS OF ANY APPLICABLE LAW OR ANY NOTICE, DIRECTION OR
REQUIREMENT OF ANY GOVERNMENTAL OR REGULATORY AUTHORITY (WHETHER OR NOT HAVING
THE FORCE OF LAW); AND
(III)
EACH GERMAN BORROWER MAY DISCLOSE THE EXISTENCE AND CONTENTS OF A
CERTIFICATE TO ITS PROFESSIONAL ADVISERS, ITS AFFILIATES, AS REQUIRED BY
APPLICABLE LAW OR REGULATION AND TO ANY TAX, REGULATORY OR OTHER GOVERNMENTAL
AUTHORITY ASSERTING JURISDICTION OVER IT.
(J)
EACH OBLIGOR ACKNOWLEDGES THAT THE FACILITY AGENT MAY ONLY
DELIVER A CERTIFICATE IF AND TO THE EXTENT ANY OBLIGOR HAS RELEASED THE FACILITY
AGENT FROM ITS GENERAL OBLIGATION TO MAINTAIN CONFIDENTIALITY AND HEREWITH
RELEASES THE FACILITY AGENT AND EACH LENDER FROM THE BANKING CONFIDENTIALITY
(BANKGEHEIMNIS) AND ANY OTHER CONFIDENTIALITY OBLIGATION FOR PURPOSES OF THE
ISSUANCE AND DELIVERY OF THE CERTIFICATES SOLELY WITH RESPECT TO SUCH
INFORMATION THAT IS REQUIRED TO BE INCLUDED IN THE CERTIFICATE, AND SOLELY
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