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
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
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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
AND LENDER 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 AGENT OR LENDER SHALL NOT BE REQUIRED TO AFFORD THE
BORROWER THE OPPORTUNITY TO SO CONTEST UNLESS THE BORROWER SHALL HAVE CONFIRMED
IN WRITING TO SUCH AGENT OR LENDER ITS OBLIGATION TO PAY SUCH AMOUNTS PURSUANT
TO THIS AGREEMENT AND (II) THE BORROWER SHALL REIMBURSE SUCH AGENT OR LENDER FOR
ITS REASONABLE ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS INCURRED IN SO
COOPERATING WITH THE BORROWER IN CONTESTING THE IMPOSITION OF SUCH NON-EXCLUDED
TAX; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING NO AGENT OR LENDER
SHALL BE REQUIRED TO AFFORD THE BORROWER THE OPPORTUNITY TO CONTEST, OR
COOPERATE WITH