ADMINISTRATIVE AGENT), THE BORROWER SHALL PAY TO SUCH BANK SUCH
ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH BANK (OR ITS PARENT) FOR
SUCH REDUCTION TO THE EXTENT SUCH BANK GENERALLY IMPOSES SUCH ADDITIONAL AMOUNTS
ON OTHER BORROWERS OF SUCH BANK IN SIMILAR CIRCUMSTANCES.
(C)
EACH BANK WILL PROMPTLY NOTIFY THE BORROWER
AND THE ADMINISTRATIVE AGENT OF ANY EVENT OF WHICH IT HAS KNOWLEDGE, OCCURRING
AFTER THE DATE HEREOF, WHICH WILL ENTITLE SUCH BANK TO COMPENSATION PURSUANT TO
THIS SECTION AND WILL DESIGNATE A DIFFERENT APPLICABLE LENDING OFFICE IF SUCH
DESIGNATION WILL AVOID THE NEED FOR, OR REDUCE THE AMOUNT OF, SUCH COMPENSATION
AND WILL NOT, IN THE REASONABLE JUDGMENT OF SUCH BANK, BE OTHERWISE
DISADVANTAGEOUS TO SUCH BANK. NOTWITHSTANDING THE FOREGOING, IF SUCH BANK SHALL
FAIL TO NOTIFY THE BORROWER OF ANY SUCH EVENT WITHIN NINETY (90) DAYS FOLLOWING
THE END OF THE MONTH DURING WHICH SUCH EVENT OCCURRED, THEN THE BORROWER'S
LIABILITY FOR ANY AMOUNTS DESCRIBED IN THIS SECTION INCURRED BY SUCH BANK AS A
RESULT OF SUCH EVENT SHALL BE LIMITED TO THOSE ATTRIBUTABLE TO THE PERIOD
OCCURRING SUBSEQUENT TO THE NINETIETH (90TH) DAY PRIOR TO, BUT EXCLUDING, THE
DATE UPON WHICH SUCH BANK ACTUALLY NOTIFIED THE BORROWER OF THE OCCURRENCE OF
SUCH EVENT. A CERTIFICATE OF ANY BANK CLAIMING COMPENSATION UNDER THIS
SECTION AND SETTING FORTH A REASONABLY DETAILED CALCULATION OF THE ADDITIONAL
AMOUNT OR AMOUNTS TO BE PAID TO IT HEREUNDER SHALL BE CONCLUSIVE IN THE ABSENCE
OF DEMONSTRABLE ERROR.
IN DETERMINING SUCH AMOUNT, SUCH BANK MAY USE ANY
REASONABLE AVERAGING AND ATTRIBUTION METHODS.
(D)
IF AT ANY TIME, ANY BANK HAS DEMANDED
COMPENSATION PURSUANT TO THIS SECTION 8.3, THE BORROWER SHALL HAVE THE RIGHT,
UPON FIVE (5) BUSINESS DAY'S NOTICE TO THE ADMINISTRATIVE AGENT TO EITHER
(X) CAUSE A QUALIFIED INSTITUTION, REASONABLY ACCEPTABLE TO THE
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ADMINISTRATIVE AGENT, TO OFFER TO PURCHASE THE COMMITMENTS OF SUCH BANK FOR AN
AMOUNT EQUAL TO SUCH BANK'S OUTSTANDING LOANS PLUS ACCRUED INTEREST, FEES AND
OTHER AMOUNTS DUE TO SUCH BANK, AND TO BECOME A BANK HEREUNDER, OR TO OBTAIN THE
AGREEMENT OF ONE OR MORE EXISTING BANKS TO OFFER TO PURCHASE THE COMMITMENTS OF
SUCH BANK FOR SUCH AMOUNT, WHICH OFFER SUCH BANK IS HEREBY REQUIRED TO ACCEPT,
OR (Y) TO REPAY IN FULL ALL LOANS THEN OUTSTANDING OF SUCH BANK, TOGETHER WITH
INTEREST AND ALL OTHER AMOUNTS DUE THEREON, UPON WHICH EVENT, SUCH BANK'S
COMMITMENT SHALL BE DEEMED TO BE CANCELED PURSUANT TO SECTION 2.9(C).
Section 8.4. Taxes.
(A)
ANY AND ALL PAYMENTS BY THE BORROWER TO OR
FOR THE ACCOUNT OF ANY BANK OR THE ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT SHALL BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR
ANY AND ALL PRESENT OR FUTURE TAXES, DUTIES, LEVIES, IMPOSTS, DEDUCTIONS,
CHARGES OR WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO, EXCLUDING, IN
THE CASE OF EACH BANK AND THE ADMINISTRATIVE AGENT, TAXES IMPOSED ON ITS INCOME,
AND FRANCHISE TAXES IMPOSED ON IT, BY THE JURISDICTION UNDER THE LAWS OF