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 EURODOLLAR LOANS 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 EURODOLLAR MARKET. IF ANY LENDER BECOMES ENTITLED
TO CLAIM ANY AMOUNTS UNDER THE INDEMNITY CONTAINED IN THIS SUBSECTION 4.12, 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 COVENANT
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND
ALL OTHER AMOUNTS PAYABLE HEREUNDER.
4.13.
CERTAIN RULES RELATING TO THE PAYMENT OF ADDITIONAL AMOUNTS .
(A)
UPON THE REQUEST, AND AT THE EXPENSE, OF THE BORROWER, EACH LENDER TO
WHICH THE BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT PURSUANT TO
SUBSECTION 4.10 OR 4.11, 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 LENDER SHALL NOT BE REQUIRED TO AFFORD THE BORROWER THE OPPORTUNITY TO
SO CONTEST UNLESS THE BORROWER SHALL HAVE CONFIRMED IN WRITING TO SUCH LENDER
ITS OBLIGATION TO PAY SUCH AMOUNTS PURSUANT TO THIS AGREEMENT AND (II) THE
BORROWER SHALL REIMBURSE SUCH 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 LENDER SHALL BE REQUIRED TO AFFORD THE BORROWER
THE OPPORTUNITY TO CONTEST, OR COOPERATE WITH THE BORROWER IN CONTESTING, THE
IMPOSITION OF ANY NON-EXCLUDED TAXES, IF SUCH LENDER IN ITS SOLE DISCRETION IN
GOOD FAITH DETERMINES THAT TO DO SO WOULD HAVE AN ADVERSE EFFECT ON IT.
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