BANK OR 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, ISSUING BANK OR LENDER FROM DULY COMPLETING AND
DELIVERING ANY SUCH FORM WITH RESPECT TO IT, IN WHICH CASE SUCH AGENT, ISSUING
BANK OR LENDER SHALL PROMPTLY NOTIFY THE PARENT 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 ANY 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 SUCH
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, ISSUING BANK AND LENDER SHALL, UPON REQUEST BY THE
PARENT BORROWER OR THE ADMINISTRATIVE AGENT, DELIVER TO THE PARENT BORROWER OR
THE APPLICABLE GOVERNMENTAL AUTHORITY, AS THE CASE MAY BE, ANY FORM OR
CERTIFICATE REQUIRED IN ORDER THAT ANY PAYMENT BY THE PARENT BORROWER OR THE
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT OR ANY NOTE TO SUCH AGENT, 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,
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.
EACH 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 SUCH BORROWER IN MAKING A
BORROWING OF, CONVERSION INTO OR CONTINUATION OF EUROCURRENCY LOANS AFTER THE
PARENT BORROWER HAS GIVEN A NOTICE REQUESTING THE SAME IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, (B) DEFAULT BY SUCH BORROWER IN MAKING ANY
PREPAYMENT OR CONVERSION OF EUROCURRENCY LOANS AFTER THE PARENT BORROWER HAS
GIVEN A NOTICE THEREOF IN