ANY ADDITIONAL INTEREST IN RESPECT
OF EURODOLLAR LOANS MADE BY SUCH LENDER FOR ANY PERIOD COMMENCING MORE THAN
THREE MONTHS PRIOR TO THE DATE ON WHICH SUCH LENDER NOTIFIES THE BORROWER BY
DELIVERING A CERTIFICATE FROM A FINANCIAL OFFICER OF SUCH LENDER, THAT SUCH
LENDER IS REQUIRED TO MAINTAIN RESERVES WITH RESPECT TO EUROCURRENCY
LIABILITIES.
SECTION 3.12.
CERTIFICATES OF LENDERS.
ANY LENDER CLAIMING REIMBURSEMENT OR
COMPENSATION PURSUANT TO SECTION 3.05, 3.08, 3.09, 3.10 AND/OR 3.11 SHALL
DELIVER TO THE BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT) A CERTIFICATE
SETTING FORTH IN REASONABLE DETAIL THE BASIS FOR COMPUTING THE AMOUNT PAYABLE TO
SUCH LENDER HEREUNDER AND SUCH CERTIFICATE SHALL BE CONCLUSIVE AND BINDING ON
THE BORROWER IN THE ABSENCE OF MANIFEST ERROR.
UNLESS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, THE BORROWER SHALL PAY TO ANY LENDER CLAIMING COMPENSATION OR
REIMBURSEMENT FROM THE BORROWER PURSUANT TO SECTION 3.08, 3.09, 3.10 OR 3.11,
THE AMOUNT REQUESTED BY SUCH LENDER NO LATER THAN FIVE BUSINESS DAYS AFTER SUCH
DEMAND.
SECTION 3.13.
CHANGE OF LENDING OFFICE; REPLACEMENT LENDER.
(A)
EACH LENDER AGREES THAT UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE
OPERATION OF SECTION 3.05(C) OR (D) OR SECTION 3.08 WITH RESPECT TO SUCH LENDER,
IT WILL IF SO REQUESTED BY THE BORROWER, USE REASONABLE EFFORTS (CONSISTENT WITH
ITS INTERNAL POLICY AND LEGAL AND REGULATORY RESTRICTIONS) TO DESIGNATE A
DIFFERENT LENDING OFFICE FOR ANY LOANS AFFECTED BY SUCH EVENT WITH THE OBJECT OF
AVOIDING THE CONSEQUENCE OF THE EVENT GIVING RISE TO THE OPERATION OF SUCH
SECTION; PROVIDED, HOWEVER, THAT SUCH DESIGNATION WOULD NOT, IN THE JUDGMENT OF
SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
NOTHING IN THIS
SECTION 3.13 SHALL AFFECT OR POSTPONE ANY OF THE OBLIGATIONS OF THE BORROWER OR
THE RIGHT OF ANY LENDER PROVIDED IN SECTION 3.05(C) OR (D) OR SECTION 3.08.
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(B)
IN THE EVENT THE BORROWER BECOMES OBLIGATED TO PAY ADDITIONAL AMOUNTS TO
ANY LENDER PURSUANT TO SECTIONS 3.05(C) OR (D) OR 3.08 AS A RESULT OF ANY
CONDITION DESCRIBED IN ANY SUCH SECTION, THEN, UNLESS SUCH LENDER HAS
THERETOFORE TAKEN STEPS TO REMOVE OR CURE, AND HAS REMOVED OR CURED, THE
CONDITIONS CREATING THE CAUSE FOR SUCH OBLIGATION TO PAY SUCH ADDITIONAL
AMOUNTS, THE BORROWER MAY DESIGNATE ANOTHER LENDER WHICH IS REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT (SUCH LENDER BEING HEREIN CALLED A
"REPLACEMENT LENDER") TO PURCHASE THE COMMITTED LOANS OF SUCH LENDER AND SUCH
LENDER'S RIGHTS HEREUNDER, WITHOUT RECOURSE TO OR WARRANTY BY, OR EXPENSE TO,
SUCH LENDER FOR A PURCHASE PRICE EQUAL TO THE OUTSTANDING PRINCIPAL AMOUNT OF
THE COMMITTED LOANS PAYABLE TO SUCH LENDER PLUS ANY ACCRUED BUT UNPAID INTEREST
ON SUCH LOANS AND ACCRUED BUT UNPAID FEES IN RESPECT OF SUCH LENDER'S COMMITMENT
AND ANY OTHER AMOUNTS PAYABLE TO SUCH LENDER UNDER THIS AGREEMENT, AND TO ASSUME
ALL THE OBLIGATIONS OF SUCH LENDER HEREUNDER (EXCEPT FOR SUCH RIGHTS AS SURVIVE
REPAYMENT OF THE LOANS), AND, UPON SUCH PURCHASE, SUCH LENDER SHALL NO LONGER BE
A PARTY HERETO OR HAVE ANY