OTHER THAN ANY LC FACILITY FEES, UNLESS, IN EACH CASE, (1) THERE HAS BEEN
A CHANGE IN LAW THAT OCCURS AFTER THE DATE SUCH AGENT, LC FACILITY ISSUING BANK
OR LENDER BECOMES AN AGENT, LC FACILITY ISSUING BANK OR LENDER HEREUNDER (OR
AFTER THE DATE THE RELEVANT BENEFICIARY OR MEMBER IN THE CASE OF A LENDER THAT
IS A NON-U.S. INTERMEDIARY OR FLOW THROUGH ENTITY FOR U.S. FEDERAL INCOME TAX
PURPOSES BECOMES A BENEFICIARY OR MEMBER, IF LATER) WHICH RENDERS ALL SUCH FORMS
INAPPLICABLE OR WHICH WOULD PREVENT SUCH AGENT, LC FACILITY ISSUING BANK OR
LENDER FROM DULY COMPLETING AND DELIVERING ANY SUCH FORM WITH RESPECT TO IT, IN
WHICH CASE SUCH AGENT, LC FACILITY ISSUING BANK OR LENDER SHALL PROMPTLY NOTIFY
THE BORROWER AND THE ADMINISTRATIVE AGENT OF ITS INABILITY TO DELIVER ANY SUCH
FORM OR (2) SUCH PERSON IS AN ASSIGNEE WHOSE ASSIGNOR WAS ENTITLED TO RECEIVE
ADDITIONAL AMOUNTS WITH RESPECT TO PAYMENTS MADE BY THE BORROWER, AT THE TIME
SUCH ASSIGNMENT WAS EFFECTIVE, AS A RESULT OF CHANGE IN LAW THAT OCCURRED AFTER
THE CLOSING DATE AND SUCH ASSIGNEE IS SUBJECT TO THE SAME CHANGE IN LAW WITH
RESPECT TO PAYMENTS FROM THE BORROWER, PROVIDED THAT IN NO EVENT SHALL SUCH
ADDITIONAL AMOUNTS UNDER THIS CLAUSE (2) EXCEED THE ADDITIONAL AMOUNTS THAT THE
ASSIGNOR WAS ENTITLED TO RECEIVE AT THE TIME SUCH ASSIGNMENT WAS EFFECTIVE.
(C)
EACH AGENT, LC FACILITY ISSUING BANK AND
LENDER SHALL, UPON REQUEST BY THE BORROWER OR THE ADMINISTRATIVE AGENT, DELIVER
TO THE BORROWER, THE ADMINISTRATIVE AGENT AND/OR THE APPLICABLE GOVERNMENTAL
AUTHORITY, AS THE CASE MAY BE, ANY FORM OR CERTIFICATE REQUIRED IN ORDER THAT
ANY PAYMENT BY THE BORROWER OR THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT OR
ANY TERM LOAN NOTE TO SUCH AGENT, LC FACILITY ISSUING BANK OR LENDER MAY BE MADE
FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF ANY
NON-EXCLUDED TAXES (OR TO ALLOW ANY SUCH DEDUCTION OR WITHHOLDING TO BE AT A
REDUCED RATE), PROVIDED THAT SUCH AGENT, LC FACILITY ISSUING BANK OR LENDER IS
LEGALLY ENTITLED TO COMPLETE, EXECUTE AND DELIVER SUCH FORM OR CERTIFICATE.
EACH PERSON THAT SHALL BECOME A LENDER OR A PARTICIPANT PURSUANT TO SUBSECTION
10.6 SHALL, UPON THE EFFECTIVENESS OF THE RELATED TRANSFER, BE REQUIRED TO
PROVIDE ALL OF THE FORMS, CERTIFICATIONS AND STATEMENTS PURSUANT TO PARAGRAPHS
(B) AND (C) OF THIS SUBSECTION 3.11 (SUBJECT TO THE REQUIREMENTS AND LIMITATIONS
THEREIN), PROVIDED THAT IN THE CASE OF A PARTICIPANT THE OBLIGATIONS OF SUCH
PARTICIPANT PURSUANT TO PARAGRAPH (B) OR (C) OF THIS SUBSECTION 3.11 SHALL BE
DETERMINED AS IF SUCH PARTICIPANT WERE A LENDER EXCEPT THAT SUCH PARTICIPANT
SHALL FURNISH ALL SUCH REQUIRED FORMS, CERTIFICATIONS AND STATEMENTS TO THE
LENDER FROM WHICH THE RELATED PARTICIPATION SHALL HAVE BEEN PURCHASED.
3.12
INDEMNITY.
THE BORROWER AGREES TO INDEMNIFY EACH
LENDER AND TO HOLD EACH SUCH LENDER HARMLESS FROM ANY LOSS OR EXPENSE WHICH SUCH
LENDER MAY SUSTAIN OR INCUR (OTHER THAN THROUGH SUCH LENDER'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT)