ACCOUNTANTS' FEES AND DISBURSEMENTS INCURRED IN SO COOPERATING
WITH SUCH BORROWER IN CONTESTING THE IMPOSITION OF SUCH NON-EXCLUDED TAX;
PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING NO AGENT, LENDER OR
ISSUING BANK SHALL BE REQUIRED TO AFFORD SUCH BORROWER THE OPPORTUNITY TO
CONTEST, OR COOPERATE WITH SUCH BORROWER IN CONTESTING, THE IMPOSITION OF ANY
NON-EXCLUDED TAXES, IF SUCH AGENT, LENDER OR ISSUING BANK IN ITS SOLE DISCRETION
IN GOOD FAITH DETERMINES THAT TO DO SO WOULD HAVE AN ADVERSE EFFECT ON IT.
(B)
IF A LENDER OR ISSUING BANK CHANGES ITS APPLICABLE LENDING OFFICE
(OTHER THAN (I) PURSUANT TO PARAGRAPH (C) BELOW OR (II) AFTER AN EVENT OF
DEFAULT UNDER SUBSECTION 8(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 ANY
BORROWER TO BECOME OBLIGATED TO PAY ANY ADDITIONAL AMOUNT UNDER SUBSECTION 3.10
OR 3.11 OTHER THAN, IN THE CASE OF ANY FOREIGN SUBSIDIARY BORROWER, ANY
ADDITIONAL AMOUNT UNDER SUBSECTION 3.11, SUCH 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
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ISSUING BANK BY ANY BORROWER PURSUANT TO SUBSECTION 3.10 OR 3.11, SUCH LENDER OR
ISSUING BANK SHALL PROMPTLY AFTER BECOMING AWARE OF SUCH EVENT OR CONDITION
NOTIFY SUCH 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 OR ISSUING BANK 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 SUCH BORROWER AGREES TO REIMBURSE SUCH LENDER OR ISSUING BANK FOR THE
REASONABLE INCREMENTAL OUT-OF-POCKET COSTS THEREOF).
(D)
IF ANY BORROWER SHALL BECOME OBLIGATED TO PAY ADDITIONAL AMOUNTS
PURSUANT TO SUBSECTION 3.10 OR 3.11 AND ANY AFFECTED LENDER SHALL NOT HAVE
PROMPTLY TAKEN STEPS NECESSARY TO AVOID THE NEED FOR PAYMENTS UNDER SUBSECTION
3.10 OR 3.11, SUCH BORROWER SHALL HAVE THE RIGHT, FOR SO LONG AS SUCH OBLIGATION
REMAINS, (I) WITH THE ASSISTANCE OF THE ADMINISTRATIVE AGENT, TO SEEK ONE OR
MORE SUBSTITUTE LENDERS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
SUCH BORROWER 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) 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