AS A CONSEQUENCE OF (A) DEFAULT BY THE BORROWER IN MAKING
A BORROWING OF, CONVERSION INTO OR CONTINUATION OF EUROCURRENCY LOANS 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 OR CONVERSION 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 THE LAST DAY OF AN INTEREST PERIOD WITH
RESPECT THERETO.
SUCH INDEMNIFICATION MAY INCLUDE AN AMOUNT EQUAL TO THE
EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST WHICH WOULD HAVE ACCRUED ON THE
AMOUNT SO PREPAID, OR CONVERTED, OR NOT SO BORROWED, CONVERTED OR CONTINUED, FOR
THE PERIOD FROM THE DATE OF SUCH PREPAYMENT OR CONVERSION OR OF SUCH FAILURE TO
BORROW, CONVERT OR CONTINUE TO THE LAST DAY OF THE APPLICABLE INTEREST PERIOD
(OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, THE INTEREST
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Period that would have commenced on the date of such failure) in each case at
the applicable rate of interest for such Eurocurrency Loans, as applicable,
provided for herein (excluding, however, the Applicable Margin included therein,
if any) over (ii) the amount of interest (as reasonably determined by such
Lender) which would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
eurocurrency market.
If any Lender becomes entitled to claim any amounts under
the indemnity contained in this subsection 3.12, it shall provide prompt notice
thereof to the Borrower, through the Administrative Agent, certifying (x) that
one of the events described in clause (a), (b) or (c) has occurred and
describing in reasonable detail the nature of such event, (y) as to the loss or
expense sustained or incurred by such Lender as a consequence thereof and (z) as
to the amount for which such Lender seeks indemnification hereunder and a
reasonably detailed explanation of the calculation thereof.
Such a certificate
as to any indemnification pursuant to this subsection submitted by such Lender,
through the Administrative Agent, to the Borrower shall be conclusive in the
absence of manifest error.
This subsection 3.12 shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder.
3.13
CERTAIN RULES RELATING TO THE PAYMENT OF
ADDITIONAL AMOUNTS.
(A)
UPON THE REQUEST, AND AT THE EXPENSE, OF
THE BORROWER, EACH AGENT, LENDER AND LC FACILITY ISSUING BANK TO WHICH THE
BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT PURSUANT TO SUBSECTION 3.10 OR
3.11, AND ANY PARTICIPANT IN RESPECT OF WHOSE PARTICIPATION SUCH PAYMENT IS
REQUIRED, SHALL REASONABLY AFFORD THE BORROWER THE OPPORTUNITY TO CONTEST, AND
REASONABLY COOPERATE WITH THE BORROWER IN CONTESTING, THE IMPOSITION OF ANY
NON-EXCLUDED TAX GIVING RISE TO SUCH PAYMENT; PROVIDED THAT (I) SUCH