AS A
RESULT OF (A) ANY REPAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY LIBO
RATE LOANS ON A DATE OTHER THAN THE SCHEDULED LAST DAY OF THE INTEREST PERIOD
APPLICABLE THERETO, WHETHER PURSUANT TO SECTION 3.1, SECTION 3.2 OR OTHERWISE;
(B) ANY LOANS NOT BEING MADE AS LIBO RATE LOANS IN ACCORDANCE WITH THE BORROWING
REQUEST THEREFOR; OR (C) ANY LOANS NOT BEING CONTINUED AS, OR CONVERTED INTO
LIBO RATE LOANS IN ACCORDANCE WITH THE CONTINUATION/CONVERSION NOTICE THEREFOR
THEN, UPON THE WRITTEN NOTICE OF SUCH LENDER TO THE BORROWER (WITH A COPY TO THE
AGENT), THE BORROWER SHALL, WITHIN FIVE DAYS OF ITS RECEIPT THEREOF, PAY
DIRECTLY TO SUCH LENDER SUCH AMOUNT AS WILL (IN THE REASONABLE DETERMINATION OF
SUCH LENDER) REIMBURSE SUCH LENDER FOR SUCH LOSS OR EXPENSE.
SUCH WRITTEN
NOTICE (WHICH SHALL INCLUDE CALCULATIONS IN REASONABLE DETAIL) SHALL, IN THE
ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE AND BINDING ON THE BORROWER.
SECTION 4.5.
INCREASED CAPITAL COSTS.
IF ANY CHANGE IN, OR THE INTRODUCTION,
ADOPTION, EFFECTIVENESS, INTERPRETATION, REINTERPRETATION OR PHASE-IN OF, ANY
LAW OR REGULATION, DIRECTIVE, GUIDELINE, DECISION OR REQUEST (WHETHER OR NOT
HAVING THE FORCE OF LAW) OF ANY COURT, CENTRAL BANK, REGULATOR OR OTHER
GOVERNMENTAL AUTHORITY AFTER THE DATE HEREOF AFFECTS OR WOULD AFFECT THE AMOUNT
OF CAPITAL REQUIRED OR EXPECTED TO BE MAINTAINED BY ANY LENDER, AND SUCH LENDER
DETERMINES (IN ITS SOLE AND ABSOLUTE DISCRETION) THAT THE RATE OF RETURN ON ITS
CAPITAL AS A CONSEQUENCE OF ITS COMMITMENT OR THE LOANS MADE BY SUCH LENDER IS
REDUCED TO A LEVEL BELOW THAT WHICH SUCH LENDER COULD HAVE ACHIEVED BUT FOR THE
OCCURRENCE OF ANY SUCH CIRCUMSTANCE, THEN, IN ANY SUCH CASE UPON NOTICE FROM
TIME TO TIME BY SUCH LENDER TO THE BORROWER, THE BORROWER SHALL IMMEDIATELY PAY
DIRECTLY TO SUCH LENDER ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH LENDER
FOR SUCH REDUCTION IN RATE OF RETURN.
A STATEMENT OF SUCH LENDER AS TO ANY SUCH
ADDITIONAL AMOUNT OR AMOUNTS (INCLUDING CALCULATIONS THEREOF IN REASONABLE
DETAIL) SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE AND BINDING ON
THE BORROWER.
IN DETERMINING SUCH AMOUNT, SUCH LENDER MAY USE ANY METHOD OF
AVERAGING AND ATTRIBUTION THAT IT (IN ITS SOLE AND ABSOLUTE DISCRETION) SHALL
DEEM APPLICABLE.
SECTION 4.6.
TAXES.
ALL PAYMENTS BY THE BORROWER OF PRINCIPAL OF, AND INTEREST
ON, THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER SHALL BE MADE FREE AND
CLEAR OF AND WITHOUT DEDUCTION FOR ANY PRESENT OR FUTURE INCOME, EXCISE, STAMP
OR FRANCHISE TAXES AND OTHER TAXES, FEES, DUTIES, WITHHOLDINGS OR OTHER CHARGES
OF ANY NATURE WHATSOEVER IMPOSED BY ANY TAXING AUTHORITY, BUT EXCLUDING
FRANCHISE TAXES (IN LIEU OF NET INCOME TAXES) AND TAXES IMPOSED ON OR MEASURED
BY ANY LENDER'S NET INCOME OR RECEIPTS (SUCH NONEXCLUDED ITEMS BEING CALLED
"TAXES").
IN THE EVENT THAT ANY WITHHOLDING OR DEDUCTION FROM ANY PAYMENT TO BE
MADE BY THE BORROWER HEREUNDER IS REQUIRED IN RESPECT OF ANY TAXES PURSUANT TO
ANY APPLICABLE LAW, RULE OR REGULATION, THEN THE BORROWER WILL:
(A)