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
90
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 BECOMES ENTITLED TO
CLAIM ANY AMOUNTS UNDER THE INDEMNITY CONTAINED IN THIS SUBSECTION 3.12, IT
SHALL PROVIDE PROMPT NOTICE THEREOF TO THE PARENT 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 PARENT 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 REVOLVING 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 APPLICABLE BORROWER,
EACH AGENT, LENDER AND ISSUING BANK TO WHICH ANY 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
SUCH BORROWER THE OPPORTUNITY TO CONTEST, AND REASONABLY COOPERATE WITH SUCH
BORROWER IN CONTESTING, THE IMPOSITION OF ANY NON-EXCLUDED TAX GIVING RISE TO
SUCH PAYMENT; PROVIDED THAT (I) SUCH AGENT, LENDER OR ISSUING BANK SHALL NOT BE
REQUIRED TO AFFORD SUCH BORROWER THE OPPORTUNITY TO SO CONTEST UNLESS SUCH
BORROWER SHALL HAVE CONFIRMED IN WRITING TO SUCH AGENT, LENDER OR ISSUING BANK
ITS OBLIGATION TO PAY SUCH AMOUNTS PURSUANT TO THIS AGREEMENT AND (II) SUCH
BORROWER SHALL REIMBURSE SUCH AGENT, LENDER OR ISSUING BANK FOR ITS REASONABLE
ATTORNEYS' AND