THE BORROWER IN CONTESTING, THE IMPOSITION OF ANY NON-EXCLUDED
TAXES, IF SUCH AGENT OR LENDER IN ITS SOLE DISCRETION IN GOOD FAITH DETERMINES
THAT TO DO SO WOULD HAVE AN ADVERSE EFFECT ON IT.
(B)
IF A LENDER CHANGES ITS APPLICABLE LENDING OFFICE (OTHER THAN
(I) PURSUANT TO PARAGRAPH (C) BELOW OR (II) AFTER AN EVENT OF DEFAULT UNDER
SUBSECTION 8(A), (B), (G) OR (H) 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 WOULD UPON THE
PASSAGE OF TIME OR GIVING OF NOTICE, RESULT IN THE PAYMENT OF ANY ADDITIONAL
AMOUNT TO ANY LENDER BY THE BORROWER PURSUANT TO SUBSECTION 3.10 OR 3.11, SUCH
LENDER SHALL PROMPTLY AFTER BECOMING AWARE OF SUCH EVENT OR CONDITION 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 SENIOR INTERIM 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).
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(D)
IF THE 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, THE 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 THE BORROWER TO PURCHASE THE AFFECTED SENIOR INTERIM LOAN, IN WHOLE OR
IN PART, AT AN AGGREGATE PRICE NO LESS THAN SUCH SENIOR INTERIM 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 SENIOR INTERIM 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