AND
(V)
NO CERTIFICATE CREATES THIRD PARTY RIGHTS OF ANY KIND.
(F)
IT IS THE COMMON UNDERSTANDING OF THE
PARTIES THAT NO PARTY IS PROVIDING ANY LEGAL AND/OR TAX ADVICE TO ANY OTHER
PARTY WITH RESPECT TO THIS AGREEMENT, IN PARTICULAR WITH RESPECT TO THE
APPLICATION OF SECTION 8A OF THE KSTG AND THE INTERPRETATION OF THE RELEVANT
GERMAN TAX DECREES, AND THAT IT IS THE RESPONSIBILITY OF EACH PARTY, IN
PARTICULAR EACH GERMAN BORROWER, TO CONSULT ITS OWN 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 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 16.8, 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
66
(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.