ANY SUCCESSOR SAMPLE FORM AS MAY BE REQUIRED BY THE GERMAN TAX
AUTHORITIES (THE "CERTIFICATE"). THE FACILITY AGENT (ACTING ON BEHALF OF THE
LENDERS) SHALL SEND TO THE RELEVANT GERMAN BORROWER UPON REQUEST OF SUCH GERMAN
BORROWER AN UPDATED CERTIFICATE AS SOON AS REASONABLY PRACTICABLE (1) UPON ANY
AMENDMENT TO THE FACILITIES OR CHANGE IN THE SECURITY OR GUARANTEES GRANTED IN
RELATION TO THE FACILITIES, (2) IF SO REQUIRED BY THE RELEVANT GERMAN BORROWER
FOR TAX PURPOSES. IF THE GERMAN TAX AUTHORITIES WILL NOT ACCEPT A CERTIFICATE
ISSUED BY THE FACILITY AGENT, EACH LENDER WILL ISSUE A CERTIFICATE INDIVIDUALLY.
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(B)
EACH GERMAN BORROWER MAY DISCLOSE THE EXISTENCE AND CONTENTS OF
ANY CERTIFICATE TO ITS PROFESSIONAL ADVISERS, ITS AFFILIATED COMPANIES
(VERBUNDENE UNTERNEHMEN) AND TO ANY TAX, REGULATORY OR GOVERNMENTAL AUTHORITY
ASSERTING JURISDICTION OVER IT.
(C)
FOR PURPOSES OF ENABLING THE FACILITY AGENT TO ISSUE A
CERTIFICATE ON BEHALF OF THE LENDER, THE RESPECTIVE GERMAN BORROWER WILL PROVIDE
THE FACILITY AGENT WITH A LIST OF GUARANTEES, DISPOSAL RESTRICTIONS AND OTHER
RELEVANT INFORMATION AS REQUIRED PURSUANT TO THE SAMPLE CERTIFICATE, TOGETHER
WITH ANY WRITTEN REQUEST FOR THE ISSUANCE OF A CERTIFICATE.
(D)
EACH OBLIGOR AND EACH LENDER UNDERTAKES TO INFORM THE FACILITY
AGENT WITHOUT UNDUE DELAY IF IT BECOMES AWARE OF ANY INCORRECTNESS OR
INCOMPLETENESS OF A CERTIFICATE GIVEN OR TO BE GIVEN FROM TIME TO TIME PURSUANT
TO PARAGRAPH (A) ABOVE.
(E)
IT IS THE COMMON UNDERSTANDING OF THE PARTIES THAT:
(I)
EACH CERTIFICATE IS GIVEN BY THE FACILITY AGENT FOR THE PURPOSE OF
DELIVERY TO THE COMPETENT TAX AUTHORITIES OF THE GERMAN BORROWERS TO ASSIST THE
GERMAN BORROWERS IN THE ADMINISTRATION OF THEIR TAX AFFAIRS AND NOT FOR ANY
OTHER PURPOSE;
(II)
THE FACILITY AGENT AND THE LENDERS ARE NOT RESPONSIBLE FOR EXAMINING
THE GERMAN BORROWERS' TAX POSITION AND THAT THE CERTIFICATES DO NOT GUARANTEE
THE ACHIEVEMENT OR AMOUNT OF A SPECIFIC RESULT OR CONCLUSION FOR TAX PURPOSES OR
THE SUITABILITY OF A CERTIFICATE TO PROVIDE THE COUNTERPROOF AS SET OUT IN THE
RELEVANT GERMAN TAX DECREES;
(III)
EACH CERTIFICATE WILL LIST ALL GUARANTEES IRRESPECTIVE OF WHETHER
THEY CAN BE HARMFUL UNDER SECTION 8A OF THE KSTG AND WILL ONLY BE A DECLARATION
OF FACT (WISSENSERKLÄRUNG) AND THERE WILL BE NO FURTHER OBLIGATIONS OF THE
FACILITY AGENT AND/OR THE LENDERS AND NO RESTRICTIONS OF THEIR RIGHTS UNDER THE
FINANCE DOCUMENTS AS A RESULT OF THE ISSUANCE OF ANY CERTIFICATE;
(IV)
EACH CERTIFICATE IS ADDRESSED TO AND IS SOLELY FOR THE BENEFIT OF THE
GERMAN BORROWERS IN RELATION TO THIS AGREEMENT; 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