Common use of Certain Rules Relating to the Payment of Additional Amounts Clause in Contracts

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 2.14 or 2.15 shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes or other amounts 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 Taxes. (b) Each Lender agrees that if it makes any demand for payment under subsection 2.14 or 2.15(a), or if any adoption or change of the type described in subsection 2.13 shall occur with respect to it, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its reasonable discretion) to designate a different lending office if the making of such a designation would allow the Lender to continue to make and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make payments under subsection 2.14 or 2.15(a), or would eliminate or reduce the effect of any adoption or change described in subsection 2.13.

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 Section 2.14 or 2.15 shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes or other amounts taxes 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 Taxes. (b) Each Lender agrees that if it makes any demand for payment under subsection 2.14 or 2.15(a), or if any adoption or change of the type described in subsection 2.13 shall occur with respect to it, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its reasonable discretion) to designate a different lending office if the making of such a designation would allow the Lender to continue to make and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make payments under subsection 2.14 or 2.15(a), or would eliminate or reduce the effect of any adoption or change described in subsection 2.13.

Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense, of the BorrowerCompany, each Lender to which the any Borrower is required to pay any additional amount pursuant to subsection 2.14 4.8 or 2.15 4.9, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower Company the opportunity to contest, and reasonably cooperate with the Borrower Company in contesting, the imposition of any Non-Excluded Taxes or other amounts Tax giving rise to such payment; provided that (i) such Lender shall not be required to afford the Borrower Company the opportunity to so contest unless the Borrower Company shall have confirmed in writing to such Lender its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Company shall reimburse such Lender for its reasonable attorneys' ’ and accountants' ’ fees and disbursements incurred in so cooperating with the Borrower Company in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender shall be required to afford the Company the opportunity to contest, or cooperate with the Company in contesting, the imposition of any Non-Excluded Taxes, if such Lender in good faith determines that to do so would have an adverse effect on it. (b) Each If a Lender agrees that if it makes changes its applicable lending office (other than pursuant to paragraph (c) below) and the effect of such change, as of the date of such change, would be to cause a Borrower to become obligated to pay any demand for payment additional amount under subsection 2.14 4.8 or 2.15(a)4.9, such Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs which would, or if would upon the passage of time or giving of notice, result in the payment of any adoption additional amount to any Lender by any Borrower pursuant to subsection 4.8 or change 4.9, such Lender shall promptly notify the Company and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the type described Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Company agrees to reimburse such Lender for the reasonable incremental out-of-pocket costs thereof). (d) If any Borrower shall become obligated to pay additional amounts pursuant to subsection 2.13 4.8 or 4.9 and any affected Lender shall occur with respect not have promptly taken steps necessary to itavoid the need for payments under subsection 4.8 or 4.9, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and the Company shall have the right, for so long as such efforts obligation exists, (i) with the assistance of the Administrative Agent, to seek one or more substitute Lenders reasonably satisfactory to the Administrative Agent and the Company to purchase the affected Loan, in whole or in part, at an aggregate price no less than such Loan’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) upon at least four Business Days’ irrevocable notice to the Administrative Agent, to prepay the affected Loan, in whole or in part, subject to subsection 4.10, without premium or penalty. In the case of the substitution of a Lender, the Company, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Assumption pursuant to subsection 11.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by subsection 11.6(b) in connection with such assignment shall be paid by the Company or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Company shall first pay the affected Lender any additional amounts owing under subsections 4.8 and 4.9 (as well as any commitment fees and other amounts then due and owing to such Lender, including, without limitation, any amounts under this subsection 4.11) prior to such substitution or prepayment. (e) If the Administrative Agent or any Lender receives a refund directly attributable to Taxes for which any Borrower has made additional payments pursuant to subsection 4.8(a) or 4.9, the Administrative Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority) to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under subsection 4.8(a) or 4.9 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent or such Lender, and without interest (other than as specified above); provided, however, that each Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to the Administrative Agent or the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. Notwithstanding anything to the contrary in this subsection, in no event will the Administrative Agent or applicable Lender be required to pay any amount to any Borrower pursuant to this subsection the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be disadvantageous construed to it, as determined in require the Administrative Agent or any Lender to make available its reasonable discretiontax returns (or any other information relating to its taxes that it deems confidential) to designate any Borrower or any other Person. (f) The obligations of a different lending office if Lender or Participant under this subsection 4.11 shall survive the making resignation or replacement of such the Administrative Agent or any assignment of rights by, or the replacement of, a designation would allow Lender, termination of this Agreement and the Lender to continue to make and maintain Eurodollar payment of the Loans and would reduce or obviate the need for the Borrower to make payments under subsection 2.14 or 2.15(a), or would eliminate or reduce the effect of any adoption or change described in subsection 2.13all amounts payable hereunder.

Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, request and at the expense, expense of the Borrower, each Lender to which the Borrower is required to pay any additional amount pursuant to subsection 2.14 Section 3.9 or 2.15 3.10 shall reasonably afford the Borrower the opportunity to contest, and shall reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes or other amounts 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' attorney's and accountants' accountant's fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded TaxesTax. (b) Each If a Lender agrees that if it makes changes its applicable lending office (other than pursuant to paragraph (c) below) or engages in a combination with another financial institution and the effect of the change or combination, as of the date of the change or combination, would be to cause the Borrower to become obligated to pay any demand for payment additional amount under subsection 2.14 3.9 or 2.15(a)3.10, the Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs that would, or if would upon the passage of time or giving of notice, result in the payment of any adoption additional amount to any Lender by the Borrower pursuant to Section 3.9 or change 3.10, such Lender shall promptly notify the Borrower and the Administrative Agent and shall take such steps as may reasonably be available to it and acceptable to the Borrower to mitigate the effects of such condition or event (which shall include efforts to rebook the type described Revolving Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender shall not be required to take any step that, in subsection 2.13 its reasonable judgment, would be disadvantageous to its business or operations in any material respect or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender for the reasonable incremental out-of-pocket costs thereof). (d) If the Borrower shall occur with respect become obligated to itpay additional amounts pursuant to Section 3.9 or 3.10 and any affected Lender shall not have promptly taken steps necessary to avoid the need for payments under Section 3.9 or 3.10, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and the Borrower shall have the right, for so long as such efforts would not be disadvantageous obligation remains, with the assistance of the Administrative Agent, to it, as determined in its reasonable discretion) seek one or more substitute Lenders reasonably satisfactory to designate a different lending office if the making of such a designation would allow the Lender to continue to make Administrative Agent and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make payments purchase the affected Revolving Loans, in whole or in part, at an aggregate price no less than such Revolving Loans' principal amount plus accrued interest, and assume the affected obligations under subsection 2.14 or 2.15(a)this Agreement. In such case, or would eliminate or reduce the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment pursuant to Section 11.3(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any adoption or change described fees required to be paid pursuant to Section 11.3(b) in subsection 2.13connection with such assignment shall be paid by the Borrower.

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 2.14 4.8 or 2.15 4.9, 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 Taxes or other amounts 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 good faith determines that to do so would have an adverse effect on it. (b) Each If a Lender agrees that if it makes changes its applicable lending office (other than pursuant to paragraph (c) below) and the effect of such change, as of the date of such change, would be to cause the Borrower to become obligated to pay any demand for payment additional amount under subsection 2.14 4.8 or 2.15(a)4.9, the Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs which would, or if would upon the passage of time or giving of notice, result in the payment of any adoption additional amount to any Lender by the Borrower pursuant to subsection 4.8 or change 4.9, such Lender shall promptly notify the Borrower and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the type described Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender for the reasonable incremental out-of-pocket costs thereof). (d) If the Borrower shall become obligated to pay additional amounts pursuant to subsection 2.13 4.8 or 4.9 and any affected Lender shall occur with respect not have promptly taken steps necessary to itavoid the need for payments under subsection 4.8 or 4.9, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and the Borrower shall have the right, for so long as such efforts would not be disadvantageous obligation exists, (i) with the assistance of the Administrative Agent, to it, as determined in its reasonable discretion) seek one or more substitute Lenders reasonably satisfactory to designate a different lending office if the making of such a designation would allow the Lender to continue to make Administrative Agent and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make purchase the affected Loan, in whole or in part, at an aggregate price no less than such Loan’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) upon at least four Business Days’ irrevocable notice to the Administrative Agent, to prepay the affected Loan, in whole or in part, subject to subsection 4.10, without premium or penalty. In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Assumption pursuant to subsection 11.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by subsection 11.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under subsections 4.8 and 4.9 (as well as any other amounts then due and owing to such Lender, including, without limitation, any amounts under this subsection 4.11) prior to such substitution or prepayment. (e) If the Administrative Agent or any Lender receives a refund directly attributable to Taxes for which the Borrower has made additional payments pursuant to subsection 4.8(a) or 4.9, the Administrative Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under subsection 2.14 4.8(a) or 2.15(a4.9 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent or such Lender, and without interest (other than as specified above); provided, however, that the Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to the Administrative Agent or the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. Notwithstanding anything to the contrary in this subsection, in no event will the Administrative Agent or applicable Lender be required to pay any amount to the Borrower pursuant to this subsection the payment of which would eliminate place the Administrative Agent or reduce such Lender in a less favorable net after-Tax position than the effect Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. (f) The obligations of a Lender or Participant under this subsection 4.11 shall survive the resignation or replacement of the Administrative Agent or any adoption assignment of rights by, or change described in subsection 2.13the replacement of, a Lender, termination of this Agreement and the payment of the Loans and all amounts payable hereunder.

Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense, of the Borrower, each Lender Credit Party to which the Borrower is required to pay any additional amount pursuant to subsection 2.14 3.10 or 2.15 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 Taxes or other amounts Tax giving rise to such payment; provided that (i) no such Lender Credit Party shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender Credit Party its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender Credit Party 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 Credit Party 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 Credit Party in its sole discretion in good faith determines that to do so would have an adverse effect on it. (b) Each If a Lender agrees that if it makes any demand for payment changes its applicable lending office (other than (i) pursuant to paragraph (c) below or (ii) after an Event of Default under subsection 2.14 8.1(a) or 2.15(a)(f) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the Borrower to become obligated to pay any additional amount under subsection 3.10 or 3.11, the Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs which would, or if would upon the passage of time or giving of notice, result in the payment of any adoption additional amount to any Lender by the Borrower pursuant to subsection 3.10 or change 3.11, such Lender shall promptly after becoming aware of such event or condition notify the type described Borrower and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender for the reasonable incremental out-of-pocket costs thereof). (d) If the Borrower shall become obligated to pay additional amounts pursuant to subsection 2.13 3.10 or 3.11 and any affected Lender shall occur with respect not have promptly taken steps necessary to itavoid the need for such payments under subsection 3.10 or 3.11, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and the Borrower shall have the right, for so long as such efforts would not be disadvantageous obligation remains, (i) with the assistance of the Administrative Agent, to it, as determined in its reasonable discretion) seek one or more substitute Lenders reasonably satisfactory to designate a different lending office if the making of such a designation would allow the Lender to continue to make Administrative Agent and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make purchase the affected Loan, in whole or in part, at an aggregate price no less than such Loan’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) so long as no Default or Event of Default then exists or will exist immediately after giving effect to the respective prepayment, upon at least four Business Days’ irrevocable notice to the Administrative Agent, to prepay the affected Loan, in whole or in part, subject to subsection 3.12, without premium or penalty. In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to subsection 10.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by subsection 10.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under subsections 3.10 and 3.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this subsection 3.13) prior to such substitution or prepayment. In the case of the substitution of a Lender, if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Loans so assigned shall be paid in full by the assignee Lender to such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender. (e) If any Credit Party receives a refund directly attributable to taxes for which the Borrower has made additional payments under pursuant to subsection 2.14 3.10(a) or 2.15(a3.11(a), or would eliminate or reduce such Credit Party shall promptly pay such refund (together with any interest with respect thereto received from the effect relevant taxing authority, but net of any adoption reasonable cost incurred in connection therewith) to the Borrower; provided, however, that the Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to such Credit Party upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. (f) The obligations of the Administrative Agent, Lender or change described in Participant under this subsection 2.133.13 shall survive the termination of this Agreement and the payment of the Loans and all amounts payable hereunder.

Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense, expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to subsection 2.14 or 2.15 Section 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 Taxes or other amounts Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent 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 or Agent 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 or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it. (b) Each If a Lender agrees that if it makes changes its applicable lending office (other than (i) pursuant to clause (c) below or (ii) after an Event of Default under Section 9.1(a) or (f) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the 10023685561003003016v52 #8894688589588927v75 Borrower to become obligated to pay any demand for payment additional amount under subsection 2.14 Section 4.10 or 2.15(a)4.11, the Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any additional amount to any Lender or Agent by the Borrower pursuant to Section 4.10 or 4.11 or result in Affected Loans or commitments to make Affected Loans being automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, pursuant to Section 4.9, such Lender or Agent shall promptly notify the Borrower and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the Term Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender or Agent shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender or Agent for the reasonable incremental out-of-pocket costs thereof). (d) If the Borrower shall become obligated to pay additional amounts pursuant to Section 4.10 or 4.11 and any affected Lender shall not have promptly taken steps necessary to avoid the need for payments under Section 4.10 or 4.11 or if Affected Loans or commitments to make Affected Loans are automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, under Section 4.9 and any adoption or change of affected Lender shall not have promptly taken steps necessary to avoid the type described in subsection 2.13 need for such conversion under Section 4.9, the Borrower shall occur with respect to ithave the right, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and for so long as such efforts would not be disadvantageous obligation remains, (i) with the assistance of the Administrative Agent to it, as determined in its reasonable discretion) seek one or more substitute Lenders reasonably satisfactory to designate a different lending office if the making of such a designation would allow the Lender to continue to make Administrative Agent and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make payments purchase the affected Term Loan, in whole or in part, at an aggregate price no less than such Term Loan’s principal amount plus accrued interest, and assume the affected obligations under subsection 2.14 this Agreement, or 2.15(a(ii) so long as no Event of Default under Section 9.1(a) or (f) then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent to prepay the affected Term Loan, in whole or in part, subject to Section 4.12, without premium or penalty. In the case of the substitution of a Lender, then, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 11.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 11.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Term Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Term Loan, the Borrower shall first pay the affected Lender any additional amounts owing under Sections 4.10 and 4.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this Section 4.13) prior to such substitution or prepayment. In the case of the substitution of a Lender pursuant to this Section 4.13(d), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other 10023685561003003016v52 #8894688589588927v75 documentation and (b) the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Term Loans and participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender. (e) If any Agent or would eliminate any Lender receives a refund directly attributable to Taxes for which the Borrower has made additional payments pursuant to Section 4.11(a), such Agent or reduce such Lender, as the effect case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority, but net of any adoption reasonable cost incurred in connection therewith) to the Borrower; provided, however, that the Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to such Agent or change described in subsection 2.13the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. (f) The obligations of any Agent, Lender or Participant under this Section 4.13 shall survive the termination of this Agreement and the payment of the Term Loans and all amounts payable hereunder.

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 2.14 or 2.15 shall shall, at the option of such Lender, either (A) forego payment of such additional amount from the Borrower or (B) reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes or other amounts 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 out-of-pocket costs, including attorneys' and accountants' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Taxes. (b) Each Lender agrees that if it makes any demand for payment under subsection 2.14 or 2.15(a), or if any adoption or change of the type described in subsection 2.13 shall occur with respect to it, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its reasonable discretion) to designate a different lending office if the making of such a designation would allow the Lender to continue to make and maintain Eurodollar LIBOR Loans and would reduce or obviate the need for the Borrower to make payments under subsection 2.14 or 2.15(a), or would eliminate or reduce the effect of any adoption or change described in subsection 2.13.

Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense, expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to subsection 2.14 Subsection 4.10 or 2.15 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 Taxes or other amounts Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent 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 or Agent 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 or Agent in its reasonable discretion in good faith determines that to do so would have an adverse effect on it. (b) Each If a Lender agrees that if it makes any demand for payment changes its applicable lending office (other than (i) pursuant to clause (c) below or (ii) after an Event of Default under subsection 2.14 or 2.15(aSubsection 9.1(a), (b), (h) or (i) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the Borrower to become obligated to pay any additional amount under Subsection 4.10 or 4.11, the Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any additional amount to any Lender or Agent by the Borrower pursuant to Subsection 4.10 or 4.11 or result in Affected Loans or commitments to make Affected Loans being automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, pursuant to Subsection 4.9, such Lender or Agent shall promptly notify the Borrower and the Administrative Agent and such Lender or Agent shall take (d) If the Borrower shall become obligated to pay additional amounts pursuant to Subsection 4.10 or 4.11 and any affected Lender shall not have promptly taken steps necessary to avoid the need for payments under Subsection 4.10 or 4.11 or if Affected Loans or commitments to make Affected Loans are automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, under Subsection 4.9 and any adoption or change of affected Lender shall not have promptly taken steps necessary to avoid the type described in subsection 2.13 need for such conversion under Subsection 4.9, the Borrower shall occur with respect to ithave the right, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and for so long as such efforts would not be disadvantageous obligation remains, (i) with the assistance of the Administrative Agent to it, as determined in its reasonable discretion) seek one or more substitute Lenders reasonably satisfactory to designate a different lending office if the making of such a designation would allow the Lender to continue to make Administrative Agent and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make payments purchase the affected Loan or Commitment, in whole or in part, at an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume the affected obligations under subsection 2.14 this Agreement, or 2.15(a(ii) so long as no Event of Default under Subsection 9.1(a), (b), (h) or would eliminate (i) then exists or reduce will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent to prepay the affected Loan, in whole or in part, without premium or penalty. In the case of the substitution of a Lender, then, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Subsection 11.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Subsection 11.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under Subsections 4.10 and 4.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this Subsection 4.13) prior to such substitution or prepayment. In the case of the substitution of a Lender pursuant to this Subsection 4.13(d), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Lender. 126 (e) If any Agent or any Lender receives a refund directly attributable to Taxes for which the Borrower has made additional payments pursuant to Subsection 4.10(a) or 4.11(a), such Agent or such Lender, as the case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority, but net of any adoption reasonable cost incurred in connection therewith) to the Borrower; provided, however, that the Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) to such Agent or change described in subsection 2.13the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. (f) The obligations of any Agent, Lender or Participant under this Subsection 4.13 shall survive the termination of this Agreement and the payment of the Term Loans and all amounts payable hereunder. SECTION 5 Representations and Warranties To induce the Administrative Agent and each Lender to make the Extensions of Credit requested to be made by it on the Closing Date, the Borrower with respect to itself and its Restricted Subsidiaries, hereby represents and warrants, on the Closing Date, after giving effect to the Transactions (solely to the extent required to be true and correct for such Extension of Credit pursuant to Subsection 6.1), to the Administrative Agent and each Lender that:

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 2.14 Section 2.8 or 2.15 2.12 shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes or other amounts giving rise to such payment; provided 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 TaxesTaxes or other amounts. (b) Each Lender agrees that if it makes any demand for payment under subsection 2.14 2.8 or 2.15(a2.12(a), or if any adoption or change of the type described in subsection 2.13 2.16 shall occur with respect to it, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its reasonable discretion) to designate a different lending office if the making of such a designation would allow the Lender to continue to make and maintain Eurodollar Bridge Loans and would reduce or obviate the need for the Borrower to make payments under subsection 2.14 2.8 or 2.15(a2.12(a), or would eliminate or reduce the effect of any adoption or change described in subsection 2.132.16.

Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense, expense of the Borrower, each Lender to which the Borrower is required to pay any additional amount pursuant to subsection 2.14 3.10 or 2.15 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 Taxes or other amounts 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. (b) Each If a Lender agrees that if it makes any demand for payment changes its applicable lending office (other than (i) pursuant to paragraph (c) below or (ii) after an Event of Default under subsection 2.14 8(a) or 2.15(a)(f) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the Borrower to become obligated to pay any additional amount under subsection 3.10 or 3.11, the Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs which would, or if would upon the passage of time or giving of notice, result in the payment of any adoption additional amount to any Lender by the Borrower pursuant to subsection 3.10 or change 3.11, such Lender shall promptly notify the Borrower and the Administrative Agent and shall take such steps as may reasonably be available to it to mitigate the effects of such condition or event (which shall include efforts to rebook the type described Loans held by such Lender at another lending office, or through another branch or an affiliate, of such Lender); provided that such Lender shall not be required to take any step that, in its reasonable judgment, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender for the reasonable incremental out-of-pocket costs thereof). (d) If the Borrower shall become obligated to pay additional amounts pursuant to subsection 2.13 3.10 or 3.11 and any affected Lender shall occur with respect not have promptly taken steps necessary to itavoid the need for payments under subsection 3.10 or 3.11, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and the Borrower shall have the right, for so long as such efforts would not be disadvantageous obligation remains, (i) with the assistance of the Administrative Agent, to it, as determined in its reasonable discretion) seek one or more substitute Lenders reasonably satisfactory to designate a different lending office if the making of such a designation would allow the Lender to continue to make Administrative Agent and maintain Eurodollar Loans and would reduce or obviate the need for the Borrower to make payments purchase the affected Loan, in whole or in part, at an aggregate price no less than such Loan’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) so long as no Default or Event of Default then exists or will exist immediately after giving effect to the respective prepayment, upon at least four Business Days’ irrevocable notice to the Administrative Agent, to prepay the affected Loan, in whole or in part, subject to subsection 3.12, without premium or penalty. In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to subsection 10.6(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by subsection 10.6(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts owing under subsections 3.10 and 3.11 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under subsection 2.14 3.13) prior to such substitution or 2.15(aprepayment. (e) If any Agent or any Lender receives a refund directly attributable to taxes for which the Borrower has made additional payments pursuant to subsection 3.10(a) or 3.11(a), such Agent or would eliminate or reduce such Lender, as the effect case may be, shall promptly pay such refund (together with any interest with respect thereto received from the relevant taxing authority, but net of any adoption reasonable cost incurred in connection therewith) to the Borrower; provided, however, that the Borrower agrees promptly to return such refund (together with any interest with respect thereto due to the relevant taxing authority) (free of all Non-Excluded Taxes) to such Agent or change described in the applicable Lender, as the case may be, upon receipt of a notice that such refund is required to be repaid to the relevant taxing authority. (f) The obligations of any Agent, Lender or Participant under this subsection 2.133.13 shall survive the termination of this Agreement and the payment of the Loans and all amounts payable hereunder.

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 2.14 or 2.15 shall shall, at the option of such Lender, either (A) forego payment of such additional amount from the Borrower or (B) reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes or other amounts taxes 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 out-of- pocket costs, including attorneys' and accountants' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Taxes. (b) Each Lender agrees that if it makes any demand for payment under subsection 2.14 or 2.15(a), or if any adoption or change of the type described in subsection 2.13 shall occur with respect to it, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its reasonable discretion) to designate a different lending office if the making of such a designation would allow the Lender to continue to make and maintain Eurodollar LIBOR Loans and would reduce or obviate the need for the Borrower to make payments under subsection 2.14 or 2.15(a), or would eliminate or reduce the effect of any adoption or change described in subsection 2.13.