Reduction of Certain Payments. For purposes of this Section 4.4: # “Excise Tax” shall mean, collectively, the excise tax imposed under Section 4999 of the Code, any similar tax imposed by state or local law, and any interest or penalties with respect to such taxes; # “Net Benefit” shall mean the Present Value of the Payments net of all federal, state, local, foreign income, employment and excise taxes other than the Excise Tax; # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 4.4); # “Present Value” shall mean such value determined in accordance with [Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be an “excess parachute payment” (within the meaning of Section 280G(b) of the Code).

Reduction of Certain Payments. For purposes of this Section 4.4: # a “Payment” shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise; # “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 4.4); # “Present Value” shall mean such value determined in accordance with [Sections 280G(b)(2)(A)(ii) and 280G(d)(4)])] of the Code; and # “Reduced Amount” shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Plan Payments without causing any Payment to be nondeductible by the Company or Employer because of Section 280G of the Code.

Reduction of Payments. If the Advisor determines that any Payment would be nondeductible by the Company because of Section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in such Participant’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of such Participant’s election within 10 days of receipt of notice. If no such election is made by the Participant within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (if after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Advisor under this Section 17 shall be binding upon the Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant in the future such amounts as become due to him or her under the Plan.

Reduction of Payments. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first cash amounts payable

Reduction in Payments. Notwithstanding any other provisions of this Agreement, whether or not there occurs a Termination of Employment, in the event it shall be determined that any payment or benefit received or to be received by the Executive in connection with a Change of Control of the Company or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any entity whose actions result in a Change of Control of the Company or any entity affiliated with the Company or such entity (any such payment or benefit being hereinafter called a “Payment,” and all such payments and benefits being hereinafter called “Total Payments”), would be subject (in whole or part) to the excise tax under Section 4999 of the Code of 1986, or any interest or penalties incurred with respect to such excise tax (such excise tax, together with such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the payments hereunder (or, if no payments are being made hereunder, payments and benefits pursuant to other plan and arrangements) shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if # the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to # the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

Anything in this Plan to the contrary notwithstanding, in the event Deloitte & Touche LLP or such other certified public accounting firm designated by the Corporation (the “Accounting Firm”) shall determine that receipt of all Payments would subject a Participant to tax under Section 4999 of the Code, it shall determine whether some amount of Separation Payments would meet the definition of a “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, the aggregate Separation Payments shall be reduced to such Reduced Amount. All fees payable to the Accounting Firm with respect to this Section 9 shall be paid solely by the Corporation.

Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of a Participant (whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payment to the Participant, a calculation shall be made comparing # the net benefit to the Participant of the Payment after payment of the Excise Tax, to # the net benefit to the Participant if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under # above is less than the amount calculated under # above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax. In that event, the reduction of payments due hereunder shall be made in the order that would provide the Participant with the largest net after-tax benefit. The Participant shall at any time have the unilateral right to forfeit any equity grant in whole or in part.

In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise (“Payments”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code and # but for this Section 13, be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then such Payments shall either be # provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or # provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of ​ and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to # pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and # acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

LC Exposure Reduction. In the event that on any Revaluation Date (after giving effect to the determination of the LC Exposure) the LC Exposure exceeds $20.0 million, the Borrower shall, within five (5) Business Days of receipt of notice from the Administrative Agent, reduce the LC Exposure (taking the Dollar Equivalent of any amounts in an Alternate Currency), in an aggregate amount sufficient to reduce such LC Exposure as of the date of such payment to an amount not to exceed $20.0 million by cash collateralizing the LC Exposure (in accordance with [Section 2.06(j)]) or “backstopping” or replacing of such Letters of Credit, in each case, in an amount equal to 103% of such excess LC Exposure.