AGENT) OF THE EVENT BY REASON OF WHICH SUCH LENDER HAS BECOME SO
ENTITLED.
A CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THE
FOREGOING SENTENCE
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SUBMITTED BY A LENDER TO BORROWER SHALL, ABSENT MANIFEST ERROR, BE FINAL,
CONCLUSIVE AND BINDING FOR ALL PURPOSES.
THERE IS NO LIMITATION ON THE NUMBER
OF TIMES SUCH A CERTIFICATE MAY BE SUBMITTED.
1.15.
TREATMENT OF CERTAIN REFUNDS.
IF ADMINISTRATIVE
AGENT, A LENDER OR AN ISSUING LENDER DETERMINES, IN ITS SOLE DISCRETION, THAT IT
HAS RECEIVED A REFUND OF ANY TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY
BORROWER OR WITH RESPECT TO WHICH BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT
TO SUBSECTION 1.13 OR 1.14, IT SHALL PAY TO BORROWER AN AMOUNT EQUAL TO SUCH
REFUND (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS
PAID, BY BORROWER UNDER SUBSECTION 1.13 OR 1.14 WITH RESPECT TO THE TAXES GIVING
RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE
AGENT, SUCH LENDER OR SUCH ISSUING LENDER, AS THE CASE MAY BE, AND WITHOUT
INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY
WITH RESPECT TO SUCH REFUND), PROVIDED THAT BORROWER, UPON THE REQUEST OF
ADMINISTRATIVE AGENT, SUCH LENDER OR SUCH ISSUING LENDER, AGREES TO REPAY THE
AMOUNT PAID OVER TO BORROWER (PLUS ANY PENALTIES, INTEREST OR OTHER CHARGES
IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO ADMINISTRATIVE AGENT, SUCH
LENDER OR SUCH ISSUING LENDER IN THE EVENT THE ADMINISTRATIVE AGENT, SUCH LENDER
OR SUCH ISSUING LENDER IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL
AUTHORITY.
THIS SUBSECTION 1.15 SHALL NOT BE CONSTRUED TO REQUIRE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING LENDER TO MAKE AVAILABLE ITS TAX
RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS
CONFIDENTIAL) TO BORROWER OR ANY OTHER PERSON.
1.16.
MITIGATION OBLIGATIONS.
IF ANY LENDER REQUIRES
BORROWER TO PAY ANY ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL
AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO SUBSECTION 1.13 OR 1.14,
THEN SUCH LENDER SHALL USE REASONABLE EFFORTS TO DESIGNATE A DIFFERENT LENDING
OFFICE FOR FUNDING OR BOOKING ITS LOANS HEREUNDER OR TO ASSIGN ITS RIGHTS AND
OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR AFFILIATES, IF, IN
THE JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE
OR REDUCE AMOUNTS PAYABLE PURSUANT TO SUBSECTION 1.13 OR 1.14, AS THE CASE MAY
BE, IN THE FUTURE AND (II) WOULD NOT SUBJECT SUCH LENDER TO ANY UNREIMBURSED
COST OR EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH LENDER.
BORROWER HEREBY AGREES TO PAY ALL REASONABLE COSTS AND EXPENSES INCURRED BY ANY
LENDER IN CONNECTION WITH ANY SUCH DESIGNATION OR ASSIGNMENT.
1.17.
TERM OF THIS AGREEMENT.
ALL OF THE OBLIGATIONS
SHALL BECOME DUE AND PAYABLE AS OTHERWISE SET FORTH HEREIN, BUT IN ANY EVENT,
ALL OF THE REMAINING OBLIGATIONS SHALL BECOME DUE AND PAYABLE ON THE TERM LOAN A
MATURITY DATE.
UNTIL ALL OBLIGATIONS HAVE BEEN INDEFEASIBLY AND IRREVOCABLY
PAID AND SATISFIED IN FULL,