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 OR LENDER FROM DULY
COMPLETING AND DELIVERING ANY SUCH FORM WITH RESPECT TO IT, IN WHICH CASE SUCH
AGENT OR LENDER SHALL PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT
OF ITS INABILITY TO DELIVER ANY SUCH FORM OR (2) SUCH PERSON THAT 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 AND LENDER SHALL, UPON REQUEST BY THE BORROWER, DELIVER
TO THE BORROWER OR THE APPLICABLE GOVERNMENTAL AUTHORITY, AS THE CASE MAY BE,
ANY FORM OR CERTIFICATE REQUIRED IN ORDER THAT ANY PAYMENT BY THE BORROWER UNDER
THIS AGREEMENT OR ANY SENIOR INTERIM LOAN NOTE TO SUCH AGENT 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 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 THIS SUBSECTION 3.11, 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) AS A CONSEQUENCE OF (A) DEFAULT BY THE BORROWER IN MAKING A
BORROWING AFTER THE BORROWER HAS GIVEN A NOTICE REQUESTING THE SAME IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, (B) DEFAULT BY THE BORROWER IN
MAKING ANY PREPAYMENT OF EUROCURRENCY LOANS AFTER THE BORROWER HAS GIVEN A
NOTICE THEREOF IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR (C) THE
MAKING OF A PAYMENT OR PREPAYMENT OF EUROCURRENCY LOANS OR THE CONVERSION OF
EUROCURRENCY LOANS ON A DAY WHICH IS NOT