Common use of Refunds Clause in Contracts

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a Lender determinesrefund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in its sole discretionthe judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that it has received nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a refund claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any Indemnified error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which the Loan Parties have a Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing4.4, it shall promptly pay over to such refund to Borrower the Administrative Borrower on behalf of the Loan Parties amount so received (but only to the extent of payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 4.4 with respect to Indemnified Taxes or Other Taxes giving rise to such a refundRefund), net of all reasonable out-of-pocket expenses (including the net amount of Agent or taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundRefund); provided, however, that the Loan Partiessuch Borrower, upon the request of Agent Lender or such Lenderthe Administrative Agent, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender or the Administrative Agent in the event Agent or such Lender or the Administrative Agent is required to repay such refund Refund to such Governmental Authority. Notwithstanding anything Nothing contained in this Agreement to the contrary, this Section 16 4.4(c) shall not be construed to require Agent or any Lender or the Administrative Agent to make available any of its tax returns (or any other information which that it deems confidential) to Loan Parties be confidential or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidproprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a Lender determinesrefund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in its sole discretionthe judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided that it has received nothing in this subsection (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a refund claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any Indemnified error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which the Loan Parties have a Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing4.4, it shall promptly pay over to such refund to Borrower the Administrative Borrower on behalf of the Loan Parties amount so received (but only to the extent of payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 4.4 with respect to Indemnified Taxes or Other Taxes giving rise to such a refundRefund), net of all reasonable out-of-pocket expenses (including the net amount of Agent or taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundRefund); provided, however, that the Loan Partiessuch Borrower, upon the request of Agent Lender or such Lenderthe Administrative Agent, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender or the Administrative Agent in the event Agent or such Lender or the Administrative Agent is required to repay such refund Refund to such Governmental Authority. Notwithstanding anything Nothing contained in this Agreement to the contrary, this Section 16 4.4(e) shall not be construed to require Agent or any Lender or the Administrative Agent to make available any of its tax returns (or any other information which that it deems confidential) to Loan Parties be confidential or any other Person or require proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to an indemnifying party any Borrower pursuant to Section 16.4, this paragraph (e) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent or such Person Lender would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender any party determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have paid it has been indemnified pursuant to this Section 2.15 (including additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.15), it shall pay over to the indemnifying party an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 2.15 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent or such Lender indemnified party and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties. Such indemnifying party, upon the request of Agent or such Lenderindemnified party, agrees shall repay to repay such indemnified party the amount paid over pursuant to the Loan Parties this paragraph (h) (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than ) if such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (h), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (h) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If Agent the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or a any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.06, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise an amount equal to such a refund), net of all out-of-pocket expenses of Agent (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Lender Senior Lender, as the case may be, and without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund); provided, that provided that, (i) the Loan PartiesBorrower, upon the request of Agent the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such LenderSenior Lender (as the case may be), agrees to shall repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable Governmental relevant Government Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event Agent the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Governmental Government Authority. Notwithstanding anything , and (ii) in this Agreement to the contraryno event will such Senior Facility Agent, this Section 16 shall not Swing Line Lender, Senior Issuing Bank or Senior Lender be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.45.06(h), the payment of which would place Agent such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or such Senior Lender (or their Affiliates) in a less favorable net after-Tax position than such Person Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which the Loan Parties have it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower, upon the request of the Administrative Agent or such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender or such Issuing Lender in the event the Administrative Agent or such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Company, any of its Subsidiaries or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to for which the Loan Parties have paid it has received additional amounts pursuant to this Section 1617, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the applicable Loan Parties Party (but only to the extent of payments made, or additional amounts paid, by the applicable Loan Parties Party under this Section 16 17 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the applicable Loan PartiesParty, upon the request of Agent or such Lender, agrees to repay the amount paid over to the applicable Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the bad faith, willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 17.4, in no event will the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party a Loan Party pursuant to this Section 16.4, 17.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person the Lender or Agent would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Notwithstanding anything in this Agreement to the contrary, this Section 17.4 shall not be construed to require Agent or any Lender to make available its Tax returns (or any other information which it deems confidential) to the applicable Loan Party or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which (including by the Loan Parties have paid payment of additional amounts pursuant to this Section 1616.1), so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 16.4), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its Tax returns (or any other information which it deems confidential) to Borrower or any other Person.

Refunds. If Agent or a Lender any party determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant to this Section (including by the Loan Parties have paid payment of additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection), it shall pay over to the indemnifying party an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent or such Lender indemnified party and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties. Such indemnifying party, upon the request of Agent or such Lenderindemnified party, agrees shall repay to repay such indemnified party the amount paid over pursuant to the Loan Parties this paragraph (j) (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or that such Lender indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (j), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (j) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or including any additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties pursuant to this Section 16.4 (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Parties have Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Party under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesParty, upon the request of the Administrative Agent or such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender or such Issuing Lender in the event the Administrative Agent or such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any such Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any such Issuing Lender be required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) such Issuing Lender in a less favorable net after-Tax position than the Administrative Agent or such Person Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any Lender or any Issuing Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party, any of its Subsidiaries or any other Person.

Refunds. If Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.13, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.13 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to Borrower or any other Person.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Parties have Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Party under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesParty, upon the request of the Administrative Agent or such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender or such Issuing Lender in the event the Administrative Agent or such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any such Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any such Issuing Lender be required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) such Issuing Lender in a less favorable net after-Tax position than the Administrative Agent or such Person Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any Lender or any Issuing Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party, any of its Subsidiaries or any other Person.

Refunds. If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have it has been indemnified by any Obligor or with respect to which any Obligor has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.8, it shall pay over to such Obligor an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Obligor under this Section 16 5.8 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of the Agent or such Lender Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Parties(i) such Obligor, upon the request of the Agent or such Lender, Lender agrees to repay the amount paid over to the Loan Parties such Obligor (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 Authority and (ii) nothing herein contained shall not be construed to require Agent or obligate any Lender or the Agent to make available its tax returns (or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or the Agent to do anything that would prejudice its ability to benefit from any other information refunds, credits, reliefs, remissions or repayments to which it deems confidential) may be entitled. Notwithstanding anything to Loan Parties or any other Person or require the contrary, in no event will the Agent or any Lender be required to pay any amount to an indemnifying party pursuant to Section 16.4, any Obligor the payment of which would place the Agent or such Lender (or their Affiliates) Lender, as applicable, in a less favorable net after-Tax after tax position than the Agent or such Person Lender, as applicable, would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or any Creditor Party (including a Lender determines, transferee) determines in its sole discretion, discretion that it has received is entitled to claim a refund from a Governmental Authority in respect of any Indemnified Covered Taxes or Other Taxes with respect to which any of the Loan Parties have Borrowers or Guarantors has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it will promptly notify the applicable Borrower or Guarantor of the availability of such refund claim and shall, within twenty (20) days after receipt of a written request by such Borrower or Guarantor, make a claim to the Governmental Authority for such refund at such Borrower’s or Guarantor’s expense. If any Creditor Party receives a refund (including a refund made pursuant to the preceding sentence) in respect of any Covered Taxes or Other Taxes with respect to which a Borrower or Guarantor has paid additional amounts pursuant to this Section, such Creditor Party shall within ten (10) Business Days from the date of the receipt pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only solely to the extent of payments madesuch Borrower’s or Guarantor’s payment, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such plus a refund), net pro rata portion of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund)) to such Borrower or Guarantor, net of all out of pocket expenses of such Creditor Party incurred in connection with obtaining such refund, including reasonable attorneys fees; provided, however, that the Loan Partiessuch Borrower or Guarantor, upon the request of Agent or such LenderCreditor Party, agrees to repay the amount paid over to the Loan Parties such Borrower or Guarantor (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender the applicable Creditor Party in the event Agent or such Lender Creditor Party is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent or any Lender Creditor Party to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Loan Parties a Borrower, a Guarantor or any other Person or require Agent or Person. Notwithstanding anything to the contrary, in no event will any Lender Creditor Party be required to pay any amount to an indemnifying party pursuant to under this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) Creditor Party in a less favorable net after-Tax tax position than such Person Creditor Party would have been in if the Tax subject to indemnification and additional amounts giving rise to such refund had not been deducted, withheld of any Covered Taxes or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax Other Taxes had never been paid.

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.13, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.13 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If the Agent or a any Lender determines, in its sole discretion, becomes aware that it has received is entitled to claim a refund from a Governmental Authority or other taxation authority in respect of any Indemnified Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 162.9 it shall promptly notify the Borrower of the availability of such refund claim and shall, so long within 30 days after receipt of a request by the Borrower, make a claim to such Governmental Authority or taxation authority for such refund at the Borrower’s expense. If the Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Non-Excluded Taxes or Other Taxes as no Default to which it has been indemnified by the Borrower or Event of Default with respect to which the Borrower has occurred and is continuingpaid additional amounts pursuant to this Section 2.9, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.9 with respect to Indemnified the Non-Excluded Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority or taxation authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest Authority or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictiontaxation authority) to Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This paragraph shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender (i) to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrower or any other Person or require Agent or any Lender (ii) to pay any amount to an indemnifying party pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender or Agent (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. 17.

Refunds. If the Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes from the Governmental Authority to which such Taxes or Other Taxes were paid or determines in its sole discretion exercised in good faith that it has obtained the Loan Parties have benefit of a credit for Taxes as to which it has been indemnified by any Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund or the net benefit attributable to the Administrative such credit to such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refundrefund or credit), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, provided that the Loan Partiessuch Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest to the extent accrued from the date such refund or other charges, imposed by the applicable Governmental Authority, other than credit is paid over to such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionBorrower) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or including any additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties pursuant to this Section 16.4 (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent To the extent that a Facility Lender or a Lender its Affiliate determines, in its sole discretiondiscretion exercised in good faith, that it has received obtained a refund or credit (in lieu of a refund) in respect of any Indemnified Taxes as to which it has been indemnified pursuant to this Article 21 (Tax Gross-Up and Indemnities) (including by the Loan Parties have paid payment of additional amounts pursuant to this Section 16Article 21 (Tax Gross-Up and Indemnities)), so long as no Default or Event of Default has occurred and is continuing, it the relevant Facility Lender shall pay over the Borrower an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (or credit, but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 Article 21 (Tax Gross-Up and Indemnities) with respect to Indemnified the Taxes giving rise to such a refund)refund or credit, and net of all out-of-pocket costs and expenses of Agent or such Lender (including Taxes) and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, that the Loan Parties. The Borrower, upon the request of Agent the Facility Lender or such Lenderits Affiliate, agrees shall repay to repay the Facility Lender or its Affiliate the amount paid over pursuant to the Loan Parties preceding sentence (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent that the Facility Lender or such Lender its Affiliate is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph, in no event shall the contrary, this Section 16 shall not Facility Lender or its Affiliate be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party the Borrower pursuant to Section 16.4, this paragraph the payment of which would place Agent the Facility Lender or such Lender (or their Affiliates) its Affiliate in a less favorable net after-Tax position than such Person the Facility Lender or its Affiliate would have been in if the Tax subject to indemnification and giving rise to such refund or credit had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Facility Lender or its Affiliate to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes from the Governmental Authority to which such Taxes or Other Taxes were paid or determines in its sole discretion exercised in good faith that it has obtained the Loan Parties have benefit of a credit for Taxes as to which it has been indemnified by any Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund or the net benefit attributable to the Administrative such credit to such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refundrefund or credit), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest to the extent accrued from the date such refund or other charges, imposed by the applicable Governmental Authority, other than credit is paid over to such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionBorrower) to Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a any Lender determines, in its sole discretion, becomes aware that it has received is entitled to claim a refund from a Governmental Authority in respect of any Indemnified Taxes as to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default 2.18(b) or Event of Default has occurred and is continuingindemnification payments pursuant to Section 2.18(g), it shall make reasonable efforts to timely so advise the Borrower and, if the Borrower so requests, to seek such refund at the Borrower’s expense; provided, however, that no Lender shall be required to take any action hereunder which, in the sole discretion of such Lender, would cause such Lender or its applicable lending office to suffer a material economic, legal or regulatory disadvantage. If any Lender actually receives a payment of a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) in respect of any Tax as to which the Borrower has paid additional amounts pursuant to Sections 2.18(b) or indemnification payments under Section 2.18(g), it shall within ninety (90) days from the date of the receipt of such refund pay over the amount of such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund)Borrower, net of all reasonable out-of-pocket expenses of Agent or such Lender (including any Taxes) and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, . The Borrower agrees to repay the any amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, imposed reasonable charges paid by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionLender) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 2.18(d) shall not be construed to require Agent or any a Lender to make available its tax Tax returns (or any other information relating to its Taxes which it deems confidential) to any Loan Parties Party or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable and documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 1618, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 18 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 18 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.418.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender ▇▇▇▇▇▇ hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund in respect of any Indemnified Taxes as to which the Loan Parties have paid additional amounts or payments pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall promptly pay over an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund plus any interest paid by the applicable Governmental Authority with respect to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the applicable Loan PartiesParty, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. The Agent or such Lender, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the applicable Governmental Authority (provided that the Agent or such Lender may delete any information therein that it reasonably deems confidential). Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it reasonably deems confidential) to Loan Parties or any other Person or require Agent or any Lender to arrange its affairs in any particular manner (including anything that would prejudice Agent or such ▇▇▇▇▇▇’s ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled) or require Agent or any Lender to pay any amount to an indemnifying party a Loan Party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax Indemnified Taxes subject to indemnification or additional amounts and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax Indemnified Taxes had never been paid.

Refunds. If the Commercial Banks Facility Agent or a any Commercial Bank Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing4.06, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise an amount equal to such a refund), net of all out-of-pocket expenses of (including Taxes) incurred by the Commercial Banks Facility Agent or such Lender Commercial Bank Lender, as the case may be, and without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund); provided, that provided that, (i) the Loan PartiesBorrower, upon the request of the Commercial Banks Facility Agent or such LenderCommercial Bank Lender (as the case may be), agrees to shall repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable Governmental relevant Government Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Commercial Banks Facility Agent or such Commercial Bank Lender in the event the Commercial Banks Facility Agent or such Commercial Bank Lender is required to repay such refund to such Governmental Government Authority. Notwithstanding anything , and (ii) in this Agreement to the contrary, this Section 16 shall not be construed to require no event will such Commercial Banks Facility Agent or any Commercial Bank Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.44.06(h), the payment of which would place such Commercial Banks Facility Agent or such Commercial Bank Lender (or their Affiliates) in a less favorable net after-Tax position than such Person Commercial Banks Facility Agent or Commercial Bank Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Commercial Banks Facility Agent or any Commercial Bank Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent, Revolving Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent, Revolving Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent, Revolving Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent, Revolving Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent, Revolving Agent or such Lender in the event Agent, Revolving Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent, Revolving Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent, Revolving Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent, Revolving Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16 (including by the payment of additional amounts pursuant to this Section 16), so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If the Commercial Banks Facility Agent or a any Commercial Bank Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing4.06, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise an amount equal to such a refund), net of all out-of-pocket expenses of (including Taxes) incurred by the Commercial Banks Facility Agent or such Lender Commercial Bank Lender, as the case may be, and without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund); provided, that provided that, (i) the Loan PartiesBorrower, upon the request of the Commercial Banks Facility Agent or such LenderCommercial Bank Lender (as the case may be), agrees to shall repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable Governmental relevant Government Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Commercial Banks Facility Agent or such Commercial Bank Lender in the event the Commercial Banks Facility Agent or such Commercial Bank Lender is required to repay such refund to such Governmental Government Authority. Notwithstanding anything , and (ii) in this Agreement to the contrary, this Section 16 shall not be construed to require no event will such Commercial Banks Facility Agent or any Commercial Bank Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.44.06(g), the payment of which would place such Commercial Banks Facility Agent or such Commercial Bank Lender (or their Affiliates) in a less favorable net after-Tax position than such Person Commercial Banks Facility Agent or Commercial Bank Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Commercial Banks Facility Agent or any Commercial Bank Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the such Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the such Loan Parties Party under this Section 16 with respect to the Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Lender Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the such Loan PartiesParty, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the such Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contraryAdministrative Agent, this Section 16 shall not such Lender or such Issuing Lender be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party a Loan Party pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent the Administrative Agent, such Lender or such Issuing Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent, such Person Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the 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 any Loan Party or any other Person.

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Parties have Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.18, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Party under this Section 16 2.18 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesParty, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any such Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent or such Person Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed to require the Administrative Agent, any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party, any of its Subsidiaries or any other Person.

Refunds. If Agent, Revolving Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent, Revolving Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent, Revolving Agent or such LenderL▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent, Revolving Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent, Revolving Agent or such Lender in the event Agent, Revolving Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent, Revolving Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent, Revolving Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent, Revolving Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the any Loan Parties Party under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionAuthority in respect thereof) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to the contrarySection 16.4, this Section 16 shall not be construed to require in no event will Agent or any a Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Loan Parties pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax tax position than Agent or such Person Lender would have been in if the Tax tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax tax had never been paid. This Section 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other confidential information which it in good ▇▇▇▇▇ ▇▇▇▇▇ confidential) to any Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the Loan Parties it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the bad faith, willful misconduct or gross negligence of Agent or such Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to the contrarySection 16.4, this Section 16 shall not be construed to require in no event will an Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender Lender, as the case may be, be required to pay any amount to an indemnifying party Borrowers pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax tax position than such Person the Agent or Lender would have been in if the Tax tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax tax had never been paid. Notwithstanding anything in this Agreement to the contrary, this Section 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other confidential information which it in good ▇▇▇▇▇ ▇▇▇▇▇ confidential) to any Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax Tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Lender Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than any such penalties, interest or other charges imposed as a result attributable to the gross negligence or willful misconduct of the willful misconduct Administrative Agent, such Lender or gross negligence of Agent or Lender hereunder such Issuing Lender, as finally determined by a court of competent jurisdictionapplicable) to Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required by applicable laws or court order to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidentialconfidential or proprietary) to Loan Parties any Borrower or any other Person or require Agent or Person; provided that upon the request, and at the sole expense of, any Lender to pay any amount to an indemnifying party pursuant to Section 16.4Borrower, the payment of which would place Agent Administrative Agent, such Lender or such Lender Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (or their Affiliates) at such Borrower’s expense), and reasonably cooperate with such Borrower in a less favorable net after-Tax position than contesting, the repayment of such Person would have been in if the Tax subject to indemnification and giving rise refund to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidGovernmental Authority.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to for which the Loan Parties have paid it has received additional amounts pursuant to this Section 1617, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the applicable Loan Parties Party (but only to the extent of payments made, or additional amounts paid, by the applicable Loan Parties Party under this Section 16 17 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the applicable Loan PartiesParty, upon the request of Agent or such Lender, agrees to repay the amount paid over to the applicable Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the bad faith, willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 17.4, in no event will the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party a Loan Party pursuant to this Section 16.4, 17.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person the Lender or Agent would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Notwithstanding anything in this Agreement to the contrary, this Section 17.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to the applicable Loan Party or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingit shall, it shall subject to Section 9, pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If any Agent or a Lender determines, in its sole good faith discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing3.10, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund)an amount, net of all out-of-pocket expenses of such Agent or such Lender (including any Taxes), as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund)) as would leave the Loan Party in the same economic position as it would have been if no such Indemnified Taxes or Other Taxes had been imposed; provided, provided that the Loan PartiesBorrower, upon the request of such Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than ) to such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to subsection (h), in no event will the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party a Loan Party pursuant to Section 16.4, this subsection (h) the payment of which would place the Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person the Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Agent or Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the such Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the such Loan Parties Party under this Section 16 with respect to the Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Lender Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the such Loan PartiesParty, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the such Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contraryAdministrative Agent, this Section 16 shall not such Lender or such Issuing Lender be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party a Loan Party pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent the Administrative Agent, such Lender or such Issuing Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent, such Person Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the 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 any Loan Party or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Person. Notwithstanding anything to the contrary in this Section 16.4, in no event will Agent or any Lender be required to pay any amount to an indemnifying party Borrowers pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than Agent or such Person Lender would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent To the extent that a Facility Lender or a Lender its Affiliate determines, in its sole discretiondiscretion exercised in good faith, that it has received obtained a refund or credit (in lieu of a refund) in respect of any Indemnified Taxes as to which it has been indemnified pursuant to this Article 21 (Tax Gross-Up and Indemnities) (including by the Loan Parties have paid payment of additional amounts pursuant to this Section 16Article 21 (Tax Gross-Up and Indemnities)), so long as no Default or Event of Default has occurred and is continuing, it the relevant Facility Lender shall pay over the Borrower an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (or credit, but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 Article 21 (Tax Gross-Up and Indemnities) with respect to Indemnified the Taxes giving rise to such a refund)refund or credit, and net of all out-of-pocket costs and expenses of Agent or such Lender (including Taxes) and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, that the Loan Parties. The Borrower, upon the request of Agent the Facility Lender or such Lenderits Affiliate, agrees shall repay to repay the Facility Lender or its Affiliate the amount paid over pursuant to the Loan Parties preceding sentence (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent that the Facility Lender or such Lender its Affiliate is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph, in no event shall the contrary, this Section 16 shall not Facility Lender or its Affiliate be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party the Borrower pursuant to Section 16.4, this paragraph the payment of which would place Agent the Facility Lender or such Lender (or their Affiliates) its Affiliate in a less favorable net after-after- Tax position than such Person the Facility Lender or its Affiliate would have been in if the Tax subject to indemnification and giving rise to such refund or credit had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Facility Lender or its Affiliate to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent the Administrative Agent, a Lender or a the Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which the Loan Parties have it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such the Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than any such penalties, interest or other charges imposed as a result attributable to the gross negligence or willful misconduct of the willful misconduct Administrative Agent, such Lender or gross negligence of Agent or Lender hereunder the Issuing Lender, as finally determined by a court of competent jurisdictionapplicable) to Agent the Administrative Agent, such Lender or such the Issuing Lender in the event Agent the Administrative Agent, such Lender or such the Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any the Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidentialconfidential or proprietary) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the any Loan Parties Party under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionAuthority in respect thereof) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to the contrarySection 16.4, this Section 16 shall not be construed to require in no event will Agent or any a Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Loan Parties pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax tax position than Agent or such Person Lender would have been in if the Tax tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax tax had never been paid. Notwithstanding anything in this Agreement to the contrary, this Section 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other confidential information which it in good ▇▇▇▇▇ ▇▇▇▇▇ confidential) to any Borrower or any other Person.

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.03, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 5.03 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesBorrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 5.03(f), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.4, 5.03(f) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) Lender, as applicable, in a less favorable net after-Tax position than such Person the Administrative Agent or Lender, as applicable, would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderL▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder L▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderL▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or any Creditor Party (including a Lender determines, transferee) determines in its sole discretion, discretion that it has received is entitled to claim a refund from a Governmental Authority in respect of any Indemnified Covered Taxes or Other Taxes with respect to which any of the Loan Parties have Borrowers or Guarantors has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it will promptly notify the applicable Borrower or Guarantor of the availability of such refund claim and shall, within twenty (20) days after receipt of a written request by such Borrower or Guarantor, make a claim to the Governmental Authority for such refund at such Borrower's or Guarantor's expense. If any Creditor Party receives a refund (including a refund made pursuant to the preceding sentence) in respect of any Covered Taxes or Other Taxes with respect to which a Borrower or Guarantor has paid additional amounts pursuant to this Section, such Creditor Party shall within ten (10) Business Days from the date of the receipt pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only solely to the extent of payments madesuch Borrower's or Guarantor's payment, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such plus a refund), net pro rata portion of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund)) to such Borrower or Guarantor, net of all out of pocket expenses of such Creditor Party incurred in connection with obtaining such refund, including reasonable attorneys fees; provided, however, that the Loan Partiessuch Borrower or Guarantor, upon the request of Agent or such LenderCreditor Party, agrees to repay the amount paid over to the Loan Parties such Borrower or Guarantor (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender the applicable Creditor Party in the event Agent or such Lender Creditor Party is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent or any Lender Creditor Party to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Loan Parties a Borrower, a Guarantor or any other Person or require Agent or Person. Notwithstanding anything to the contrary, in no event will any Lender Creditor Party be required to pay any amount to an indemnifying party pursuant to under this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) Creditor Party in a less favorable net after-Tax tax position than such Person Creditor Party would have been in if the Tax subject to indemnification and additional amounts giving rise to such refund had not been deducted, withheld of any Covered Taxes or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax Other Taxes had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 1617, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 17 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 17 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.417.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. 17.

Refunds. If Agent Any refunds with respect to Pre-Closing Taxes and/or the period of time ending on or prior to the Adjustment Time, including any such refund from the U.S. Customs and Border Protection as a Lender determinesresult of the Company’s Request for Binding Ruling with respect to the grant of duty free treatment for the import of shoes and inserts designed for diabetics shall be for the account of Members and Merit. Buyer shall cooperate reasonably with the Member Representative to apply for or otherwise pursue any such Customs Refund and any other refund provided that the Buyer shall not be required to cooperate if such refund would adversely affect Buyer’s Tax position in a Post-Closing Tax Period. Buyer shall cause the Company promptly to forward to the Member Representative, in its sole discretionon behalf of the Members and Merit, that it has received a refund any such refunds due the Members and Merit after receipt thereof by Buyer or the Company, net of any Indemnified Taxes reasonable out of pocket cost to Buyer and its affiliates attributable to the obtaining and receipt of such refund (provided that Buyer shall obtain the Member Representative’s prior consent to any such out of pocket expenses attributable thereto, which consent shall not be unreasonably withheld). Buyer and the Loan Parties have paid additional amounts pursuant Company shall not be required to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only Member Representative to the extent such refund arises as the result of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net carryback of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest loss or other charges, imposed by Tax benefit from a taxable period (or portion thereof) beginning after the Adjustment Time. To the extent such refund is subsequently disallowed or required to be returned to the applicable Governmental Authority, other than the Members, Merit and the Member Representative agree promptly to repay the amount of such penaltiesrefund, interest together with any interest, penalties or other charges additional amounts imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement , to the contraryBuyer (or, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4if directed by Buyer, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidCompany).

Refunds. If Agent the KEXIM Facility Agent, KEXIM or a New Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing4.06, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise an amount equal to such a refund), net of all out-of-pocket expenses of Agent (including Taxes) incurred by the KEXIM Facility Agent, KEXIM or such Lender New Lender, as the case may be, and without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund); provided, that provided that, (i) the Loan PartiesBorrower, upon the request of Agent the KEXIM Facility Agent, KEXIM or such Lendera New Lender (as the case may be), agrees to shall repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable Governmental relevant Government Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent the KEXIM Facility Agent, KEXIM or such Lender New Lender, as applicable, in the event Agent the KEXIM Facility Agent, KEXIM or such Lender New Lender, as applicable, is required to repay such refund to such Governmental Government Authority. Notwithstanding anything , and (ii) in this Agreement to no event will the contraryKEXIM Facility Agent, this Section 16 shall not KEXIM or such New Lender be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.44.06(g), the payment of which would place Agent the KEXIM Facility Agent, KEXIM or such New Lender (or their Affiliates) in a less favorable net after-Tax position than the KEXIM Facility Agent, KEXIM or such Person New Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the KEXIM Facility Agent, KEXIM or a New Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent any Lender or a Issuing Lender determines, in its sole discretion, determines that it has actually received a refund (or credit against its future tax liability in lieu of a refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 165.10, so long as no Default such Lender or Event of Default has occurred and is continuing, it Issuing Lender shall pay over to the Borrower an amount equal to such refund to the Administrative Borrower on behalf or credit in lieu of the Loan Parties such refund (but only to the extent of the indemnity payments actually made, or additional amounts paid, paid by the Loan Parties Borrower under this Section 16 5.10 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or incurred by such Lender and or Issuing Lender without interest (other than any interest paid by the applicable Governmental Authority with relevant Official Body respect to such a refund or credit in lieu of refund); provided, provided that the Loan PartiesBorrower, upon the request of Agent such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionrelevant Official Body) to Agent such Lender or such Issuing Lender in the event Agent such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement Official Body and delivers to the contrary, this Borrower evidence reasonably satisfactory to the Borrower of such repayment. This Section 16 5.10.6 shall not be construed to require Agent any Lender or any Issuing Lender to make available its tax returns (or any other information which relating to its Taxes that it reasonably deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 1617, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 17 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender ▇▇▇▇▇▇ hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 17 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.417.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. 18.

Refunds. If Agent or the Administrative Agent, a Lender or an Issuing Bank determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes from the Governmental Authority to which such Taxes were paid and as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or the Administrative Agent, such Lender or Issuing Bank, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesBorrower, upon the request of Agent the Administrative Agent, such Lender or such LenderIssuing Bank, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or the Administrative Agent, such Lender or Issuing Bank in the event Agent or the Administrative Agent, such Lender or Issuing Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This paragraph (g) shall not be construed to require Agent the Administrative Agent, any Lender or any Lender Issuing Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or to repay to the Borrower amounts in respect of any Lender to pay any amount to an indemnifying party pursuant to Section 16.4indirect tax benefit received by the Administrative Agent, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have Issuing Bank arising out of Indemnified Taxes or Other Taxes as to which it has been in if indemnified by the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidBorrower.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingit shall, it shall subject to Section 9, pay over an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Parties have Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.18, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Party under this Section 16 2.18 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesParty, upon the request of the Administrative Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any such Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent or such Person Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed to require the Administrative Agent, any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party, any of its Subsidiaries or any other Person.

Refunds. If the Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund of or credit in lieu of a refund against any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund or credit to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refundrefund or credit), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, provided that the Loan PartiesBorrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or to repay to the Borrower amounts in respect of any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, indirect tax benefit received by the payment of which would place Administrative Agent or such Lender (arising out of Indemnified Taxes or their Affiliates) in a less favorable net after-Tax position than such Person would have Other Taxes as to which it has been in if indemnified by the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidBorrower.

Refunds. If Agent or a Lender any Recipient determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant to this Section 3.9 (including by the Loan Parties have paid payment of additional amounts pursuant to this Section 163.9), it shall, so long as no Default or Event of Default has occurred and is continuingoccurring, it shall pay over to the indemnifying party an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 with respect to the Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent or such Lender indemnified party and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties. Such indemnifying party, upon the request of Agent or such Lenderindemnified party, agrees shall repay to repay such indemnified party the amount paid over pursuant to the Loan Parties this Section 3.9(f) (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or that such Lender indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 3.9(f), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to this Section 16.4, 3.9(f) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If Agent or a Lender any Recipient determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan that were paid by Credit Parties have paid additional amounts pursuant to this Section 163.5, so long as no Default or Event of Default has occurred and is continuing, it shall pay over an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 3.5 with respect to the Indemnified Taxes giving rise to such a refund)) to Credit Parties, net of all out-of-pocket expenses (including Taxes) of Agent or such Lender Recipient and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Credit Parties, upon the request of Agent or such LenderRecipient, agrees to repay the amount paid over to the Loan Credit Parties (plus any penalties, interest or other charges, charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionRecipients hereunder) to Agent or such Lender Recipient in the event Agent or such Lender Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to the contrarySection 3.5(h), this Section 16 shall not in no event will any Recipient be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party Credit Parties pursuant to this Section 16.4, the 3.5(h) if such payment of which would place Agent or such Lender (or their Affiliates) Recipient in a less favorable net after-Tax position than such Person Recipient would have been in if the Indemnified Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.. This paragraph shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Credit Parties or any other Person. LOAN AND SECURITY AGREEMENT - Page 34 DAL 79531933v13

Refunds. If Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderL▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or such Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have that were paid additional amounts by any Credit Party or Guarantor pursuant to this Section 163.6, so long as no Default or Event of Default has occurred and is continuing, it shall pay over an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 3.6 with respect to the Indemnified Taxes giving rise to such a refund)) to such Credit Party or Guarantor, net of all out-of-pocket expenses (including Taxes) of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan PartiesCredit Parties and Guarantor, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties such Credit Party or Guarantor (plus any penalties, interest or other charges, charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to the contrarySection 3.6(d), this Section 16 shall not in no event will Lender be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party any Credit Party or Guarantor pursuant to this Section 16.4, the 3.6(d) if such payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person Lender would have been in if the Indemnified Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Credit Parties, Guarantor or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If any Agent or a Lender determines, in its such Person’s sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Loan Parties have paid Super ▇▇▇▇▇ Borrowers pursuant to this Section 9.1 (including by the payment by the Super ▇▇▇▇▇ Borrowers of additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing9.1), it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Super ▇▇▇▇▇ Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 with respect to Indemnified the Taxes giving rise to such a refund), net of all ||| of its reasonable out-of-pocket expenses of Agent or such Lender and (including Taxes), without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund); provided, that the Loan PartiesSuper ▇▇▇▇▇ Borrowers, upon the request of such Agent or such Lender, as the case may be, agrees to repay the amount paid over to the Loan Parties Super ▇▇▇▇▇ Borrowers (plus any penalties, interest or other charges, charge imposed by the applicable Governmental relevant Government Authority, other than ) to such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder Lender, as finally determined by a court of competent jurisdiction) to Agent or such Lender the case may be, in the event such Agent or such Lender Lender, as the case may be, is required to repay such refund to such Governmental Government Authority. Notwithstanding anything to the contrary in this Agreement to the contraryparagraph (i), this Section 16 shall not be construed to require in no event will an Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Super ▇▇▇▇▇ Borrowers pursuant to Section 16.4, this paragraph (i) the payment of which would place the Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person the Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 9.1(i) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.. 131 125672876_9

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined in a final, non-appealable judgment by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Administrative Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Administrative Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or Company believes that a Lender determinesor Administrative Agent shall be entitled to a refund for any Indemnified Tax that Company has paid hereunder, it shall notify such Lender or Administrative Agent, as applicable, in writing of the availability of such refund and such Lender or Administrative Agent shall, within 30 days after the receipt of a request from Company, apply for such refund at Company’s sole expense. If Company has paid any Indemnified Taxes pursuant to this subsection 2.7B and any Lender or Administrative Agent at any time thereafter receives, in its sole discretionjudgment, that it has received a refund of any such Indemnified Taxes (whether by receipt of a payment or direct offset for other such Taxes due), then such Lender or Administrative Agent shall promptly pay to which Company the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event amount of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties or credit (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or incurred by such Lender or Administrative Agent to obtain such refund and without interest (other than interest, except for the after-Tax amount of any interest paid by the applicable Governmental relevant Government Authority with respect to such a the refund); provided, however, that under no circumstances shall any Lender or Administrative Agent be required to make a payment under this subsection 2.7B(v) to the extent the after-Tax proceeds that such Lender or Administrative Agent receives under this Agreement or any other Loan PartiesDocument (determined after any payment required under this subsection 2.7B(v)) is less than the after-Tax proceeds that such Lender or Administrative Agent would have received (as determined by such Lender or Administrative Agent in its sole judgment) had no Indemnified Taxes been imposed on the relevant payment hereunder. If a Lender or Administrative Agent makes a payment to Company under this subsection 2.7B(v) and such Lender or Administrative Agent is required to repay such refund to any Government Authority, upon the request of Agent or such Lender, Company agrees to repay the amount paid over to the Loan Parties Company under this subsection 2.7B(v) (plus any penalties, interest interest, and other related charges imposed on such Lender or other charges, imposed Administrative Agent by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts Government Authority with respect to the repayment of such Tax had never been paidrefund).

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the applicable Loan Parties Party (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Administrative Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax Tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require any Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place such Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable and documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. 17.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder Lende▇ ▇▇▇▇under as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes with respect to which the any Loan Parties have Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their its Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If the Term Loan A Administrative Agent or a any Construction/Term Loan Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing4.06, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise an amount equal to such a refund), net of all out-of-pocket expenses of (including Taxes) incurred by the Term Loan A Administrative Agent or such Lender Construction/Term Loan Lender, as the case may be, and without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund); provided, that provided that, (i) the Loan PartiesBorrower, upon the request of the Term Loan A Administrative Agent or such LenderConstruction/Term Loan Lender (as the case may be), agrees to shall repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable Governmental relevant Government Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Term Loan A Administrative Agent or such Construction/Term Loan Lender in the event the Term Loan A Administrative Agent or such Construction/Term Loan Lender is required to repay such refund to such Governmental Government Authority. Notwithstanding anything , and (ii) in this Agreement to the contrary, this Section 16 shall not be construed to require no event will such Term Loan A Administrative Agent or any Construction/Term Loan Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.4, 4.06(g) the payment of which would place such Term Loan A Administrative Agent or such Construction/Term Loan Lender (or their Affiliates) in a less favorable net after-Tax position than such Person Term Loan A Administrative Agent or Construction/Term Loan Lender would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Term Loan A Administrative Agent or any Construction/Term Loan Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers or their Subsidiaries have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers or their Subsidiaries (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers or their Subsidiaries under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, for themselves and on behalf of their Subsidiaries, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties Borrowers or their Subsidiaries (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers, any of their Subsidiaries, or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes with respect to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender ▇▇▇▇▇▇ hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to for which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Administrative Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or to require Administrative Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If any Agent or a Lender determines, in its such Person’s sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing9.1, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund)Borrower, net of all of its reasonable out-of-pocket expenses of Agent or (including Taxes that would not have been imposed but for such Lender and refund), without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund)) and with any update for inflation paid by the relevant Government Authority with respect to such refund; provided, that the Loan PartiesBorrower, upon the request of such Agent or such Lender, as the case may be, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charge imposed by the applicable Governmental relevant Government Authority, other than ) to such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder Lender, as finally determined by a court of competent jurisdiction) to Agent or such Lender the case may be, in the event such Agent or such Lender Lender, as the case may be, is required to repay such refund to such Governmental Government Authority. Notwithstanding anything to the contrary in this Agreement to the contraryparagraph (i), this Section 16 shall not be construed to require in no event will an Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to Section 16.4, this paragraph (i) the payment of which would place the Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person the Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 9.1(i) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If Agent or a Revolving Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Revolving Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesBorrowers, upon the request of Agent or such Revolving Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Revolving Lender in the event Agent or such Revolving Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Revolving Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Person. Notwithstanding anything to the contrary in this Section 16.4, in no event will Agent or any Revolving Lender be required to pay any amount to an indemnifying party the Company pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Revolving Lender (or their Affiliates) in a less favorable net after-Tax position than Agent or such Person Revolving Lender would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.03, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 5.03 \ with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesBorrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 5.03(f), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.4, 5.03(f) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) Lender, as applicable, in a less favorable net after-Tax position than such Person the Administrative Agent or Lender, as applicable, would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Refunds. If Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.13, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.13 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the contrary, this payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 16 shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If the Administrative Agent or a any Lender determines, in its sole discretion, that it has received receives a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.8 [Taxes], it shall pay over to such Loan Party an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the such Loan Parties Party under this Section 16 5.8 [Taxes] with respect to the Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including any Taxes imposed with respect to such refund) of the Administrative Agent or such Lender Lender, as the case may be, and without interest (other than any interest paid by the applicable Governmental Authority relevant Official Body with respect to such a refund); provided, provided that the such Loan PartiesParty, upon the request of the Administrative Agent or such Lender, agrees to shall repay the amount paid over to the such Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionrelevant Official Body) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental AuthorityOfficial Body. Notwithstanding anything in this Agreement to the contrary, this This Section 16 5.8 [Taxes] shall not be construed to require the Administrative Agent or any Lender to make available its tax Tax returns (or any other information which relating to its taxes that it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender Person. Notwithstanding anything to the contrary in this paragraph 5.8.6, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph 5.8.6 the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender▇▇▇▇▇▇, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. The Agent and each Lender shall take all reasonable actions (consistent with its internal policy and legal and regulatory restrictions) requested by the Borrower to assist the Borrower, at the sole expense of the Borrower, to recover from the relevant Governmental Authority any Indemnified Taxes or Other Taxes in respect of which amounts were paid by the Borrower pursuant to this Section 2.17; provided, however, that a Lender will not be required to take any action that would be, in the sole judgment of a Lender, legally inadvisable, or commercially or otherwise disadvantageous to a Lender in any respect, and in no event shall the Lender be required to disclose any tax returns or any other information that, in the sole judgment of the Lender, is confidential. If the Agent or a any Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.17, it shall pay over such refund to the Administrative Borrower on behalf of an amount equal to the Loan Parties refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such a the refund), net of all out-of-pocket expenses of the Agent or such Lender the Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a the refund); provided, however, that the Loan PartiesBorrower, upon the request of the Agent or such the applicable Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of ) to the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such the Lender in the event the Agent or such the Lender is required to repay such the refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 2.17(f) shall not be construed to require the Agent or any Lender to make available its tax Tax returns (or any other information which relating to its Taxes that it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund (or credit elected in lieu of such refund) any Indemnified Taxes as to which the Loan Parties have any Borrower has paid additional amounts or indemnified pursuant to this Section 1616.1, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund or credit to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified Taxes or Other Taxes giving rise to such a refund (or credit elected in lieu of such refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties any Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to (i) make available its tax returns (or any other information which it deems confidential) to Loan Parties any Borrower or any other Person or require Agent or any Lender (ii) to pay any amount to an indemnifying party pursuant to under this Section 16.4, 16.4 the payment of which would place Agent or such Lender or Agent (or their its Affiliates) in a less favorable net after-Tax position than such Person Lender or Agent (or its Affiliates) would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. If Agent the Administrative Agent, a Lender or a the Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which the Loan Parties have it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Credit Agreement Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such the Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than any such penalties, interest or other charges imposed as a result attributable to the gross negligence or willful misconduct of the willful misconduct Administrative Agent, such Lender or gross negligence of Agent or Lender hereunder the Issuing Lender, as finally determined by a court of competent jurisdictionapplicable) to Agent the Administrative Agent, such Lender or such the Issuing Lender in the event Agent the Administrative Agent, such Lender or such the Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any the Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidentialconfidential or proprietary) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paidPerson.

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the such Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the such Loan Parties Party under this Section 16 with respect to the Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the such Loan PartiesParty, upon the request of the Administrative Agent or such Lender, Lender agrees to repay the amount paid over to the such Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any such Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party a Loan Party pursuant to Section 16.4, this paragraph (g) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent or such Person Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.17, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 16 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent the Administrative Agent, such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Parties, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent or the Administrative Agent, such Lender such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contraryAdministrative Agent, this Section 16 shall not a Lender or an Issuing Lender be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party the Loan Parties pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent the Administrative Agent, Lender or such Lender (or their Affiliates) Issuing Lender, as applicable, in a less favorable net after-Tax position than such Person it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.17(g) shall not be construed to require the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.