With respect to the period from and after the Seventh Amendment Effective Date, the Borrower, the Administrative Agent and [[Organization B:Organization]] agree to treat the Tranche B Loans as contingent payment debt instruments governed by the rules set forth in Treasury Regulations Section 1.1275-4. The Borrower shall provide the Tranche B [[Organization B:Organization]] with a schedule setting forth the comparable yield and projected payment schedule within 30 days after the Seventh Amendment Effective Date; provided that such schedule shall be subject to the Tranche B [[Organization B:Organization]]’ review and comment with any such comments to be provided to the Borrower within 30 days of the receipt of such schedule. The Borrower and the Tranche B [[Organization B:Organization]] shall discuss in good faith any comments from the Tranche B [[Organization B:Organization]] and seek to agree on a binding projected payment schedule; provided, however, that if the Borrower and the Tranche B [[Organization B:Organization]] are unable to agree within 30 days of the Borrower’s receipt of any comments from the Tranche B [[Organization B:Organization]], each party shall be entitled to proceed with its tax reporting obligations as contemplated by the applicable Treasury Regulations.

The Borrower, the Tranche B [[Organization B:Organization]] and the Administrative Agent each agree that the LoanTranche B Loans as outstanding for all periods prior to the Funding Conditions Satisfaction Date (as defined in the Sixth Amendment) is a contingent payment debt instrument governed by the rules set forth in Treasury Regulations Section 1.1275-4. The Borrower shall provide the Tranche B [[Organization B:Organization]] with a schedule setting forth the comparable yield and projected payment schedule within 30 days after the Closing Date; provided that such schedule shall be subject to the Tranche B [[Organization B:Organization]]’ review and comments, such comments to be provided to the Borrower within 30 days of the receipt of the schedule. The Borrower and the Tranche B [[Organization B:Organization]] shall discuss in good faith the Tranche B [[Organization B:Organization]]’ comments and seek to agree on a binding projected payment schedule; provided, however, if the Borrower and the Tranche B [[Organization B:Organization]] are unable to agree within 30 days of the Borrower’s receipt of the Tranche B [[Organization B:Organization]]’ comments, each party shall be entitled to proceed with its tax reporting obligations as contemplated by the applicable Treasury Regulations.

The Borrower, the LendersAdministrative Agent and the Tranche B [[Organization B:Organization]] agree to treat the Seventh Amendment as being a “significant modification” of the Tranche B Loans within the meaning of Treasury Regulations Section 1.1001-3(e), and thus for U.S. federal income tax purposes as resulting in a deemed exchange of the Tranche B Loans as outstanding immediately prior to the Seventh Amendment Effective Date for a new debt instrument.

The Borrower, the Administrative Agent and the Tranche B [[Organization B:Organization]] agree to treat # the Sixth Amendment as being a “significant modification” of the Original Tranche B Loans within the meaning of Treasury Regulations Section 1.1001-3(e), and thus for U.S. federal income tax purposes as resulting in a deemed exchange of the Original Tranche B Loans as outstanding immediately prior to the Funding Conditions Satisfaction Date (as defined in the Sixth Amendment) for a new debt instrument and # such new debt instrument as not being a contingent payment debt instrument governed by the rules set forth in Treasury Regulations Section 1.1275-4.4 with respect to the period prior to the Seventh Amendment Effective Date.

The Borrower, the Administrative Agent and the Tranche B [[Organization B:Organization]] agree to treat # the issuance of Equity Interests pursuant to the Subscription Agreement, the value of which will be calculated by reference to the closing price of such Equity Interests on the Closing Date (as defined in the Subscription Agreement), taking into account the 19.9% dilution that results from such issuance, as a “positive adjustment” (within the meaning of Regulations Section 1.1275-44]) to the projected payment schedule of the Old Loan described in Section 2.19(b) and otherwise as interest for all relevant U.S. federal income tax purposes; # the First Amendment as being a “significant modification” of the Original Tranche B Loans within the meaning of Regulations Section 1.1001-3(e))], and thus for U.S. federal income tax purposes as resulting in a deemed exchange of the Original Tranche B Loans as outstanding immediately prior to the effectiveness of the First Amendment (collectively, the “Old Loan”) for a new debt instrument (the “New Loan”); and # the New Loan as a contingent payment debt instrument governed by the rules set forth in Regulations Section 1.1275-44], for which the Borrower shall provide the Tranche B [[Organization B:Organization]] with a schedule setting forth the comparable yield and projected payment schedule for the New Loan within 15 days after the First Amendment Effective Date; provided that such schedule shall be subject to the Tranche B [[Organization B:Organization]]’ review and comments, such comments to be provided to the Borrower within 15 days of the receipt of the schedule. The Borrower and the Tranche B [[Organization B:Organization]] shall discuss in good faith any Tranche B Lender comments and seek to agree on a binding projected payment schedule; provided, however, that if the Borrower and the Tranche B [[Organization B:Organization]] are unable to agree within 30 days of the Borrower’s receipt of the Tranche B [[Organization B:Organization]]’ comments, each party shall be entitled to proceed with its tax reporting obligations as contemplated by the applicable Regulations.