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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers 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 Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers 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 Borrowers have it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 165.06, so long as provided no Major Default or Event of Default has occurred and is continuingexists, it shall pay over such refund to Borrowers the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers the Borrower under this Section 16 5.06 with respect to Indemnified the 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, that Borrowersthe Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowers the 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 hereunder) 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 in this Agreement to the contrary, this This Section 16 5.06(f) 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 Borrowers the Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, reasonably determines that it has received a refund of any Indemnified Taxes to which Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers Borrower or any other Person.

Refunds. If Agent any Lender or a Lender Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrowers have paid indemnification or additional amounts have been paid to it by Borrower pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.9, it shall pay over promptly remit such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers Borrower under this Section 16 5.9 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund)) to such Borrower, net of all out-of-pocket expenses expense of Agent or 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 Borrowerssuch Borrower, upon the request of Agent Lender or such LenderIssuing Bank, as the case may be, agrees promptly to repay the amount paid over to Borrowers (return such refund, plus any penalties, interest or other charges, charges imposed on such party 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 hereunder) to Agent or such Lender party in the event Agent or such Lender party is required to repay such refund to such the relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection shall not be construed to require Agent or any Lender or Issuing Bank, as the case may be, to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers Borrower or any other Person.

Refunds. If So long as no Event of Default is then in existence, if Collateral Agent or a any Lender determines, in its sole discretiondiscretion acting in good faith, that it is has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuinghereunder, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 16 hereunder with respect to the Indemnified Taxes or Other 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, provided that the Borrowers, upon the request of Collateral Agent or such Lender, agrees agree to repay the amount paid over to the Borrowers (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 hereunder) to Collateral Agent or such Lender in the event Collateral 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 5.6.3 shall not be construed to require Collateral Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to the Borrowers or any other Personperson.

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 Borrowers have it has been indemnified by any Loan 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 Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers such Loan 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 Borrowerssuch Loan Party, upon the request of the Administrative Agent or such Lender, agrees to shall repay the amount paid over to Borrowers such Loan 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 hereunderrelevant 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 Borrowers the Borrower or any other Person.

Refunds. If Agent any Lender or a Lender Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrowers have paid indemnification or additional amounts have been paid to it by Borrowers pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.10, it shall pay over promptly remit such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 16 5.10 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund)) to such Borrower, net of all out-of-pocket expenses expense of Agent or 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 Borrowerssuch Borrower, upon the request of Agent Lender or such LenderIssuing Bank, as the case may be, agrees promptly to repay the amount paid over to Borrowers (return such refund, plus any penalties, interest or other charges, charges imposed on such party 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 hereunder) to Agent or such Lender party in the event Agent or such Lender party is required to repay such refund to such the relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection shall not be construed to require Agent or any Lender or Issuing Bank, as the case may be, to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers 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 Borrowers Borrower 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunderhereunder as determined by a final, non-appealable decision of 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Borrowers 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 Borrowers 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 Borrowers Loan Parties (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 Borrowersthat, Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers Loan Parties or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion in good faith, that it has received a refund of any Indemnified Taxes 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers 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 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 promptly pay over such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Borrowers or any other Person.

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 Borrowers have it has been indemnified by the Borrower or with respect to which the Borrower 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 the Borrower an amount equal to such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers the Borrower under this Section 16 5.8 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 Borrowersthe Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowers the 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 hereunderrelevant 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 Borrowers 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 Borrowers Borrower 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers Borrower 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers Borrower or any other Person.

Refunds. If Agent any Lender or a Lender Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrowers have paid indemnification or additional amounts have been paid to it by Borrowers pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.10, it shall pay over promptly remit such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 16 5.10 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund)) to such Borrower, net of all out-of-of- pocket expenses expense of Agent or 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 Borrowerssuch Borrower, upon the request of Agent Lender or such LenderIssuing Bank, as the case may be, agrees promptly to repay the amount paid over to Borrowers (return such refund, plus any penalties, interest or other charges, charges imposed on such party 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 hereunder) to Agent or such Lender party in the event Agent or such Lender party is required to repay such refund to such the relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection shall not be construed to require Agent or any Lender or Issuing Bank, as the case may be, to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Borrowers or any other Person. Subject to Section 16.2(d), nothing in this Section 16 shall be construed as creating any obligations of Borrowers to any Participant or any rights in favor of any Participant against Borrowers.

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 Borrowers have it has been indemnified by the Borrower or with respect to which the Borrower 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 the Borrower an amount equal to such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers the Borrower 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 Borrowersthe Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowers the 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 hereunderrelevant 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 Borrowers the Borrower or any other Person.

Refunds. If the Administrative Agent or a any Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which Borrowers have it has been indemnified by the Borrower or with respect to which the 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 Borrowers the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers the Borrower under this Section 16 2.17 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 Borrowersthe Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowers the 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 hereunder) 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 in this Agreement to the contrary, this Section 16 This paragraph 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 Borrowers 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 Borrowers have a 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 Borrowers the relevant Loan Party (but only to the extent of payments made, or additional amounts paid, by Borrowers the relevant Loan 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 Governmental Authority with respect to such a refund); provided, that Borrowersthe relevant Loan Party, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers the relevant Loan Party (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 hereunder) 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 Borrowers a Loan Party or any other Person.

Refunds. If Agent any Lender or a Lender Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrowers have paid indemnification or additional amounts have been paid to it by Borrowers pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.9, it shall pay over promptly remit such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, paid by Borrowers under this Section 16 5.9 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund)) to such Borrower, net of all out-of-pocket expenses expense of Agent or 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 Borrowerssuch Borrower, upon the request of Agent Lender or such LenderIssuing Bank, as the case may be, agrees promptly to repay the amount paid over to Borrowers (return such refund, plus any penalties, interest or other charges, charges imposed on such party 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 hereunder) to Agent or such Lender party in the event Agent or such Lender party is required to repay such refund to such the relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection shall not be construed to require Agent or any Lender or Issuing Bank, as the case may be, to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers 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 as to which 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 confidential information which it deems in good xxxxx xxxxx confidential) to Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 willful misconduct or gross negligence of Agent hereunder) 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 Borrowers any Borrower or any other Person.

Refunds. If Agent Agent, a Lender or a Lender Participant determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to for which Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 or Participant and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that BorrowersBorrower, upon the request of Agent Agent, such Lender or such LenderParticipant, agrees to repay the amount paid over to Borrowers 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 hereunder) to Agent Agent, such Lender or such Lender Participant in the event Agent Agent, such Lender or such Lender Participant 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 Agent, any Lender or any Lender Participant to make available its tax returns (or any other information which it deems confidential) to Borrowers Borrower or any other Person.

Refunds. If any Agent or a Lender determines, in its sole discretion, reasonably determines that it has received is entitled to claim a refund of any Indemnified Taxes or Other Taxes to which Borrowers have it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 165.9., so long as no Default it shall promptly notify such Borrower of the availability of such refund claim and shall make such refund claim to such taxation authority for such refund at such Borrower’s expense. If a Lender or Event of Default has occurred and is continuingany Agent receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence), it shall pay over such refund to Borrowers such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers such Borrower under this Section 16 5.9. with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of such Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refundrelevant taxing authority); provided, provided that Borrowerseach Borrower, upon the request of such Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) to such Agent or such Lender in the event such 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 subsection 5.9.3 shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers such 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 Borrowers have paid additional amounts pursuant to this Section 16Article XVI, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers under this Section 16 Article XVI 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Article XVI 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 Borrowers Borrowers, the other Loan Parties, their Subsidiaries, their Affiliates or any other Person.

Refunds. If Agent any Lender or a Lender Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrowers have paid indemnification or additional amounts have been paid to it by Borrowers pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.9, it shall pay over promptly remit such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 16 5.9 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund)) to such Borrower, net of all out-of-pocket expenses expense of Agent or 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 Borrowerssuch Borrower, upon the request of Agent Lender or such LenderIssuing Bank, as the case may be, agrees promptly to repay the amount paid over to Borrowers (return such refund, plus any penalties, interest or other charges, charges imposed on such party 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 hereunder) to Agent or such Lender party in the event Agent or such Lender party is required to repay such refund to such the relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection shall not be construed to require Agent or any Lender or Issuing Bank, as the case may be, to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers or any other Person.

Refunds. If Agent the Administrative Agent, a Lender or a the Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which Borrowers 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 Borrowers such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers 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 the Administrative Agent, such Lender or such the 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 Borrowerssuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such the Issuing Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 confidential) to Borrowers the Company, any Subsidiary 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 Borrowers 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 126471205_8 over such refund to Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental AuthorityAuthority in accordance with applicable law. 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 104 than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers or any other Person.

Refunds. If Administrative Agent or a Lender determines, in its sole discretion, reasonably determines that it has received a refund of any Indemnified Taxes to which Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers Borrower 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 BorrowersBorrower, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 Administrative Agent hereunder) 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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) 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 confidential information which it deems in good xxxxx xxxxx confidential) to Borrowers any Borrower or any other Person.. 77

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers or any other Person.construed

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund or reduction in respect of any Indemnified Taxes 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 or reduction to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refundrefund or reduction), 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 refundrefund or reduction); provided, that Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 any Lender hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund or reduction 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 Borrowers or any other Person, except to the extent any confidential information is required to be provided under Section 16.2(a) and 16.2(c).

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) to Agent or such Lender in the -71- 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 Borrowers Borrower or any other Person.

Refunds. If Agent any Lender or a Lender Issuing Bank determines, in its sole reasonable discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrowers have paid indemnification or additional amounts have been paid to it by Borrower pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.9, it shall pay over promptly remit such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, paid by Borrowers Borrower under this Section 16 5.9 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund)) to Borrower, net of all out-of-pocket expenses expense of Agent or 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 BorrowersBorrower, upon the request of Agent Lender or such LenderIssuing Bank, as the case may be, agrees promptly to repay the amount paid over to Borrowers (return such refund, plus any penalties, interest or other charges, charges imposed on such [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. party 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 hereunder) to Agent or such Lender party in the event Agent or such Lender party is required to repay such refund to such the relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection shall not be construed to require Agent or any Lender or Issuing Bank, as the case may be, to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to 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 hereunder) 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 Borrowers any Borrower or any other Person.

Refunds. If Agent or a Lender any party determines, in its sole good faith discretion, that it has received a refund of any Indemnified Taxes to which Borrowers Borrower 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunderor such Xxxxxx xxxxxxxxx) 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 Borrowers Borrower or any other Person.

Refunds. If Agent or a any Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which 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 continuing5.9, it shall pay over such refund to Borrowers Borrower Agent (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 16 5.9 with respect to the Indemnified Taxes giving rise to such a refundor Other Taxes), net of all reasonable out-of-pocket expenses of 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)) within 10 Business Days of such determination; provided, that Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to Borrowers Borrower Agent (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 hereunder) 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 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrowers 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 Borrowers 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 Borrowers the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or including any additional amounts paid, by Borrowers 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 Borrowersthe Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunderor 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 Borrowers Loan Parties or any other Person.Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to

Refunds. If Administrative Agent or a Lender determines, in its sole discretion, reasonably determines that it has received a refund of any Indemnified Taxes to which Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers Borrower 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 BorrowersBorrower, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 Administrative Agent hereunderhereunder as determined by a court of competent jurisdiction in a final and nonappealable order) 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 Borrowers 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 to for 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers 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 Borrowers have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing‎16, it shall pay over such refund to Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers Borrower under this Section 16 ‎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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers Borrower or any other Person. Subject to Section ‎16.2(b), nothing in this Section ‎16 shall be construed as creating any obligations of Borrower to any Participant or any rights in favor of any Participant against Borrower.

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 (or realized a credit of any Indemnified Taxes) to which Borrowers 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 promptly pay over an amount equal to such refund or credit, as applicable, to Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers Borrower 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 in obtaining such refund or credit, as applicable, and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refundrefund or credit); provided, that Borrowers. Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) to Agent or such Lender in the event 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 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 Borrowers Borrower or any other Person.

Refunds. If Agent any Lender or a Lender Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrowers have paid indemnification or additional amounts have been paid to it by Borrowers pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.8, it shall pay over promptly remit such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 16 5.8 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund)) to such Borrower, net of all out-of-pocket expenses expense of Agent or 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 Borrowerssuch Borrower, upon the request of Agent Lender or such LenderIssuing Bank, as the case may be, agrees promptly to repay the amount paid over to Borrowers (return such refund, plus any penalties, interest or other charges, charges imposed on such party 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 hereunder) to Agent or such Lender party in the event Agent or such Lender party is required to repay such refund to such the relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection shall not be construed to require Agent or any Lender or Issuing Bank, as the case may be, to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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, provided that Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers 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 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 Borrowers (but only to the extent of payments made, or additional amounts paid, by 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 Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to 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 hereunder) 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 Borrowers 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 Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers or any other Person.such

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers Borrower under this Section 16 with respect to Indemnified Taxes 074658.16087/130783594v.4 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 AuthorityBody with respect to such a refund); provided, that BorrowersBorrower, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to Borrowers Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental AuthorityAuthorityBody, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental AuthorityAuthorityBody. 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 Borrowers Borrower or any other Person.

Refunds. If Agent or a Lender or Participant determines, in its sole discretion, that it has received a refund of any Indemnified Taxes with respect to which Borrowers Borrower 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 or such Participant and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that BorrowersBorrower, upon the request of Agent or such LenderLender or such Participant, agrees to repay the amount paid over to Borrowers 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 such Lender or such Participant hereunder) to Agent or such Lender or such Participant in the event Agent or such Lender or such Participant is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.1 shall not be construed to require Agent or any Lender or any Participant to make available its tax returns (or any other information which it deems confidential) to Borrowers 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 Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers 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 Borrowers have Borrower has 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers Borrower 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 hereunder) 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 Borrowers Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes to which Borrowers have any Borrower has paid additional amounts or indemnified pursuant to this Section 1616A, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers such Borrower 123 under this Section 16 16A with respect to Indemnified Taxes or Other 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 Borrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to Borrowers 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 hereunder) 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 16A 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 Borrowers any Borrower or any other Person.

Refunds. If Agent or the Administrative Agent, a Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which Borrowers have it has been indemnified by the Borrower or with respect to which the Borrower 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 to the Borrower an amount equal to such refund to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers the 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 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 Borrowersthe Borrower, upon the request of Agent the Administrative Agent, such Lender or such LenderIssuing Bank, agrees to repay the amount paid over to Borrowers the 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 hereunder) 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 shall not be construed to require Agent or the Administrative Agent, any Lender or Issuing Bank to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Borrowers 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 Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 misconduct, bad faith or gross negligence of Agent hereunderhereunder as determined by a final, non-appealable decision of 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 Borrowers Borrower or any other Person.

Refunds. If Agent or a Lender any party determines, in its sole good faith discretion, that it has received a refund of any Indemnified Taxes to which Borrowers Borrower 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers 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 such Lender hereunder) 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 Borrowers 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 Borrowers 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 Borrowers Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers 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 BorrowersBorrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers Borrower (plus any 074658.16087/126128822v.10 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 hereunder) 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 Borrowers Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund (or credit in lieu thereof) of any Indemnified Taxes to which Borrowers have the 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 Borrowers the Borrower (but only to the extent of payments made, or additional amounts paid, by Borrowers the Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refundrefund or credit), 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 refundrefund or credit); provided, that Borrowersthe Borrower, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to Borrowers the 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 bad faith, willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event 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 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 Borrowers the Borrower or any other Person. Subject to Section 16.2(d), nothing in this Section 16 shall be construed as creating any obligations of the Borrower to any Participant or any rights in favor of any Participant against the Borrower.