Common use of Refunds Clause in Contracts

Refunds. If any Indemnitee shall receive a refund or credit (or would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower's expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 6(b) and the excess4.4, if any, it shall promptly notify such Borrower of the amount described in clause (A) over the amount described in clause (B) shall be carried forward availability of such Refund and applied to reduce pro tanto any subsequent obligations shall, within 30 days after receipt of Lessee to written notice by such Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at such Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such ▇▇▇▇▇▇▇▇, upon the request of ▇▇▇▇▇▇ or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to any Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If any Indemnitee (a) Except as provided in this Section 4.01 or Section 4.02, Navy shall receive be entitled to all Refunds of Taxes for which Navy is responsible pursuant to Article III, and Red Lion shall be entitled to all Refunds of Taxes for which Red Lion is responsible pursuant to Article III and Refunds that are accrued and reflected in the Working Capital adjustment pursuant to section 2.7 of the Separation Agreement. A Party receiving a refund or credit Refund to which the other Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled within ten (or 10) days after the receipt of the Refund. (b) In the event of an Adjustment relating to Taxes for which one Party is responsible pursuant to Article III which would have received such refund or credit given rise to a Refund but for a counterclaim an offset against the Taxes for which the other Party is or other claim not indemnified by Lessee hereunder may be responsible pursuant to Article III (a "deemed refund or credit"the “Benefited Party”)) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee then the Benefited Party shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or creditother Party, within 30 ten (10) days of the resolution Final Determination of such contest, Adjustment an amount equal to the lesser of (A) the amount of such refund reduction in the Taxes of the Benefited Party plus interest at the rate set forth in Section 6621(a)(1) on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date. (c) Notwithstanding Section 4.01(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or deemed refund a reduction in Taxes otherwise payable (or credit actually realized a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant Party to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made the other Party pursuant to this Section 6(b) and 4.01, such Party shall pay such amount to the excess, if any, other Party no later than the Due Date of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and Tax Return for which such overpayment is applied to reduce pro tanto Taxes otherwise payable. (d) To the extent that the amount of any subsequent obligations of Lessee Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to make payments the Party to which such Indemnitee Refund was allocated pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) 4.01 and an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that appropriate adjusting payment shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)made.

Refunds. If any Indemnitee (i) Each Company (and its Affiliates) (the “Claiming Company”) shall receive a refund or credit be entitled to Refunds that relate to Taxes for which it (or would have received such refund its Affiliates) is liable hereunder, under the Employee Matters Agreement, or credit but for which it has previously paid. For the avoidance of doubt, to the extent that a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect particular Refund may be allocable to all or any part of any Taxes paidmultiple Parties, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days the portion of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal Refund to the lesser of (A) which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of such refund Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refund. (ii) Any Refund or credit portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed refund to have been received as described herein by the other Company (or credit actually realized its Affiliates) shall be paid by such Indemniteeother Company to the Claiming Company in immediately available funds in accordance with Section 4. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, plus any additional tax savings actually realized if received, would have been payable by such Indemnitee Company to the Claiming Company pursuant to this Section 3.06(a), such Company shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (iii) Notwithstanding anything to the contrary in this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excesssubsequent adjustment, if any, of to the amount described Refund claim. (iv) Remainco and Spinco shall cooperate in clause good faith with any reasonable request to pursue any Refund to which either Party may be entitled under Section 3.06(a)(i). (Av) over Notwithstanding anything to the amount described contrary in clause (B) this Agreement, Remainco shall be carried forward entitled to 100% of Refunds related to matters set forth on Exhibit E, and applied to reduce pro tanto Remainco shall retain sole control over any subsequent obligations of Lessee to make payments to proceedings, submissions, and correspondence with relevant Tax Authorities regarding such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)matters.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 6(b) and the excess4.4, if any, it shall promptly notify such Borrower of the amount described in clause (A) over the amount described in clause (B) shall be carried forward availability of such Refund and applied to reduce pro tanto any subsequent obligations shall, within 30 days after receipt of Lessee to written notice by such Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at such Borrower's expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If (a) Any Tax refund (including any Indemnitee shall receive a refund interest in respect thereof) received by the Buyer, any of its Affiliates or credit any of the Transferred Fastener Subsidiaries, and any amounts credited against Tax to which the Buyer, any of its Affiliates or any of the Transferred Fastener Subsidiaries becomes entitled (including by way of any amended Tax Returns or would have received any carryback filing), that relate to any taxable period, or portion thereof, for which the Sellers are liable pursuant to Section 8.2, except to the extent that such refund or credit but against Tax relates to Taxes for a counterclaim or other claim not indemnified which the liability is assumed by Lessee hereunder (a "deemed the Buyer, shall be for the account of the Sellers, and the Buyer shall pay over to the Sellers any such refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) the amount of any such credit within ten days after receipt of such credit or entitlement thereto. The Buyer shall pay the Sellers interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 8.4. (b) Any Tax refund (including any interest in respect thereof) received by the Sellers or any of their Affiliates, and any amounts credited against Tax to which the Sellers or any of their Affiliates becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, for which the Buyer is liable pursuant to Section 8.2, or that relate to any Tax for which the liability is assumed by the Buyer shall be for the account of the Buyer, and the Sellers shall pay over to the Buyer any such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of any such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 ten days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the after receipt of such refund or credit or deemed refund or creditentitlement thereto. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing The Sellers shall pay the Buyer interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any such refunds or credits of any Taxes payable or indemnifiable pursuant to amount not paid when due under this Section 6(b)8.4. (c) Each of the Sellers and the Buyer shall cooperate, and cause each of its Affiliates to cooperate, in obtaining any Tax refund that the other party reasonably believes should be available, including through filing appropriate forms with the applicable Tax authority.

Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Indemnitee shall receive Lender or the L/C Issuer determines, in its sole discretion, exercised in good faith, that it has received a refund or credit (or would have received such refund or credit but for a counterclaim or other claim not of any Indemnified Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund the Borrowers or credit")) with respect to all or any part of any Taxes paidwhich the Borrowers have paid additional amounts pursuant to this Section, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee it shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, Borrowers an amount equal to the lesser of (A) the amount of such refund (but only to the extent of indemnity payments made, or credit or deemed refund or credit actually realized additional amounts paid, by the Borrowers under this Section with respect to the Indemnified Taxes giving rise to such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)refund), and (B) such tax payment, reimbursement or advance net of all out-of-pocket expenses incurred by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit)Administrative Agent, such Indemnitee shall receive Lender or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or creditL/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Indemnitee shall pay refund), provided that the Borrowers, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to Lessee within 30 days of repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such receipt or, Lender or the L/C Issuer in the case of a deemed event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or credit, within 30 days of the resolution L/C Issuer to make available its Tax returns (or such contest, any other information relating to its Taxes that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior it deems confidential) to the receipt of such refund Borrowers or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)other Person.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made error in the amount of Non-Excluded Taxes paid to such Governmental Authority) of Non-Excluded Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this sentence (including clause (A))subsection 2.17, it shall promptly notify the Borrower of the availability of such Refund and (B) such tax paymentshall, reimbursement or advance within 30 days after receipt of written notice by Lessee the Borrower, make a claim to such Indemnitee theretofore made pursuant to this Section 6(b) and Governmental Authority for such Refund at the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). IfBorrower's expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection 2.17(d) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund or credit, within 30 days of the resolution or Non-Excluded Taxes paid to such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits Governmental Authority) of any Non-Excluded Taxes payable which have been paid by the Borrower, or indemnifiable with respect to which the Borrower has paid additional amounts pursuant to this Section 6(bsubsection 2.17, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this subsection 2.17 with respect to Non-Excluded Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or the Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this subsection 2.1 7(d) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If any Indemnitee (a) Each Company (and its Affiliates) (the “Claiming Company”) shall receive a refund or credit be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable, or that are generated by Tax Benefits that are attributable to it (or its affiliates), pursuant to this Agreement. (b) To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.04, such Company shall be deemed to have actually received such refund or credit a Refund to the extent thereof on the Due Date of the Tax Return on which the overpayment is applied to reduce Taxes otherwise payable. (c) In the event of an adjustment relating to Taxes pursuant to a Final Determination for which one Party is responsible under this Agreement which would have given rise to a Refund but for a counterclaim an offset against the Taxes for which the other Party is or other claim not indemnified by Lessee hereunder may be responsible pursuant to this Agreement (a "deemed refund or credit"the “Benefited Party”)) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee then the Benefited Party shall pay to Lessee the other Party, within 30 ten (10) days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, offset an amount equal to the lesser of (A) the amount of such refund reduction in the Taxes of the Benefited Party. (d) Any Refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as portion thereof to which a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made Claiming Company is entitled pursuant to this Section 6(b) and 3.04 that is received or deemed to have been received as described herein by the excess, if any, of the amount described in clause other Company (A) over the amount described in clause (Bor its Affiliates) shall be carried forward paid by such other Company to the Claiming Company within ten (10) days of the receipt or deemed receipt of such refund. Payments not made within the ten (10) day period shall bear interest computed at the rate per annum equal to the Wall Street Journal Prime Rate as published in The Wall Street Journal from time to time on the amount of the payment based on the number of days in the period beginning on the commencement of the ten (10) day period and applied ending on and including the date of payment. (e) To the extent that the amount of any Refund is subsequently reduced, such reduction shall be allocated to reduce pro tanto any subsequent obligations of Lessee the Party that was entitled to make payments to such Indemnitee the Refund pursuant to this Section 6(b)). If, in addition 3.04 and an appropriate adjusting payment shall be made by such Party to the other Party if the other Party originally paid the Refund to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited Party. To the extent a Party does not agree with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or creditany Refund calculated by the other Party, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that dispute shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate resolved in accordance with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)10.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out‑of‑pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or the Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary) or to alter its tax accounting practices.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund Refund") from a Governmental Authority (as a result of any error in the amount of Taxes or credit")Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to all which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any part Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, reimbursed by such Borrower under this Section 4.4 with respect to Taxes or advanced Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by Lesseethe relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in each casethe event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Foreign Lender. Each Lender (which, whether by means for purposes of this Section 4.4, shall include any Affiliate of a deduction, credit, refund Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Administrative Agent on or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt before the Closing Date (or, in the case of a deemed refund or creditPerson that becomes a Lender after the Closing Date by assignment, within 30 days of the resolution of promptly upon such contestassignment), an amount equal to the lesser two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the amount of United States Internal Revenue Service entitling such refund or credit or deemed refund or credit actually realized Lender to a complete exemption from withholding on all amounts to be received by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made Lender pursuant to this sentence Credit Agreement and/or the Notes or (including clause (A))2) Form W-8ECI, and or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such tax paymentLender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, reimbursement or advance by Lessee from time to time after submitting either such Indemnitee theretofore made pursuant form, submit to this Section 6(b) the Borrowers and the excess, if any, Administrative Agent such additional duly completed and signed copies of the amount described in clause such forms (A) over the amount described in clause (B) or such successor forms or other documents as shall be carried forward adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrowers or the Administrative Agent and applied to reduce pro tanto (2) appropriate under then current United States laws or regulations. Upon the reasonable request of any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). IfBorrower or the Administrative Agent, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim each Lender that has not provided the forms or other claim not indemnified by Lessee hereunder) an amount representing interest documents, as provided above, on the amount basis of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee being a United States person shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior submit to the receipt of Borrowers and the Administrative Agent a certificate to the effect that it is such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)a "United States person."

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower's expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary) or to alter its tax accounting practices.

Refunds. If Administrative Agent or any Indemnitee shall receive Lender becomes aware that it is entitled to claim a refund or credit (or would have received such refund or credit but for from a counterclaim Government Authority or other claim not taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund Company or credit")) with respect to all or any part which Company has paid additional amounts pursuant to this subsection 2.7B it shall promptly notify Company of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days the availability of such receipt or, in the case of a deemed refund or creditclaim and shall, within 30 days after receipt of the resolution of a request by Company, make a claim to such contest, an amount equal to the lesser of (A) the amount of Government Authority or taxation authority for such refund at Company’s expense. If Administrative Agent or credit or deemed any Lender receives a refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as (including pursuant to a result of any payment claim made pursuant to this sentence (including clause (A)), and (Bthe preceding sentence) such tax payment, reimbursement in respect of any Indemnified Taxes or advance Other Taxes as to which it has been indemnified by Lessee Company or with respect to such Indemnitee theretofore made which Company has paid additional amounts pursuant to this Section 6(b) subsection 2.7B, it shall pay over such refund to Company (but only to the extent of indemnity payments made, or additional amounts paid, by Company under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the excessrelevant Government Authority or taxation authority with respect to such refund); provided, if anythat Company, upon the request of Administrative Agent or such Lender, agrees to repay the amount described paid over to Company (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to Administrative Agent or such Lender in clause (A) over the amount described in clause (B) event Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be carried forward and applied construed to reduce pro tanto require Administrative Agent or any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available its tax returns (or deemed refund any other information relating to its taxes which it deems confidential) to Company or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or any other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)Person.

Refunds. (a) If any Indemnitee shall receive Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or credit (or would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) Other Taxes with respect to all which Borrower hasthe Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or any part Event of any Taxes Default has occurred and is continuing, it shall pay over such refund to Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, reimbursed by Borrowerthe Loan Parties under this Section 16 with respect to Indemnified Taxes or advanced 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 Lesseethe relevant Governmental Authority with respect to such a refund); provided, in each casethat Borrowerthe Loan Parties, whether by means upon the request of a deductionAgent or such Lender, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay agrees to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) repay the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, paid over to Borrowerthe Loan Parties (plus any additional tax savings actually realized penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such Indemnitee penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or such Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any payment made pursuant Lender to this make available its tax returns (or any other information which it deems confidential) to Borrowerthe Loan Parties or any other Person. (b) Subject to the first sentence (including clause (A)of Section 16.4(a), upon the reasonable request of Borrower (and (B) such tax paymentat Borrower’s expense), reimbursement a Lender or advance by Lessee Agent, as applicable, shall in its sole discretion, exercised in good faith, use reasonable efforts to such Indemnitee theretofore made cooperate with Borrower with a view to obtaining a refund of any Indemnified Taxes with respect to which Borrower has paid additional amounts pursuant to this Section 6(b16 and which Borrower, on advice of counsel, reasonably believes were not correctly or legally asserted by the relevant Governmental Authority; provided that neither Agent nor any Lender shall be required to (i) take any action that Agent or such Lender determines, in its sole discretion, would have an adverse effect on Agent or such Lender or (ii) disclose any information that it deems to be confidential. (c) Each Lender agrees that, as promptly as practicable after the occurrence of any event giving rise to the operation of Section 16 with respect to such Lender, it will use reasonable, good faith efforts (subject to overall policy considerations of such Lender) to eliminate or reduce any additional payment which may thereafter accrue, including by designating another lending office or assigning its rights and obligations hereunder to another of its offices, branches or Affiliates with the excessobject of avoiding the consequences of such event; provided, if anythat such designation or other action is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto obligations or rights of Borrower or any subsequent obligations of Lessee to make payments to such Indemnitee Lender pursuant to this Section 6(b)). If16. (d) Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in addition a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit (otherwise imposed and the indemnification payments or deemed refund or credit), additional amounts with respect to such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes Tax had never been paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.2, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower's expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.2, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.2 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.2(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 6(b) and the excess4.4, if any, it shall promptly notify such Borrower of the amount described in clause (A) over the amount described in clause (B) shall be carried forward availability of such Refund and applied to reduce pro tanto any subsequent obligations shall, within 30 days after receipt of Lessee to written notice by such Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at such Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If (a) All refunds for any Indemnitee Retained Taxes (including all refunds of the Acquired Entities for a Pre-Closing Tax Period or portion of any Straddle Period ending on the Closing Date as determined pursuant to Section 9.2) whether in the form of cash received or a credit (or offset) against Taxes otherwise payable shall be for the benefit of Seller. To the extent that Buyer, Acton Holdings, or the Company or any of their Affiliates receive a refund or credit (or would have received such refund or credit but that is for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part the benefit of any Taxes paidSeller, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee Buyer shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) the amount of such refund (and interest received from the Governmental Authority with respect to such refund) to an account or accounts designated by Seller. The amount due to Seller shall be payable ten days after receipt of the refund from the applicable Governmental Authority (or, if the refund is in the form of a credit or deemed refund offset, ten days after the due date of the Tax Return claiming such credit or credit actually realized offset). Buyer shall, and shall cause its Affiliates to, take all commercially reasonable actions requested by such Indemnitee, plus Seller to timely claim any additional tax savings actually realized by such Indemnitee as refunds that will give rise to a result payment under this Section 9.3. (b) All refunds for any Assumed Taxes (including all refunds of Acton Holdings or the Company for a Post-Closing Tax Period (or portion of any payment made Straddle Period beginning after the Closing Date as determined pursuant to this sentence Section 9.2)) (including clause whether in the form of cash received or a credit (A)), and (Bor offset) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (Bagainst Taxes otherwise payable) shall be carried forward and applied to reduce pro tanto for the benefit of Buyer. To the extent that Seller or any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). Ifits Affiliates receive a refund that is for the benefit of Buyer, in addition to such refund or credit (or deemed refund or credit), such Indemnitee Seller shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on pay the amount of such refund or (and interest received from the Governmental Authority with respect to such refund) to Buyer. The amount due to Buyer shall be payable ten days after receipt of the refund from the applicable Governmental Authority (or, if the refund is in the form of a credit or deemed refund or creditoffset, as ten days after the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days due date of the resolution or Tax Return claiming such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(boffset).

Refunds. If any Indemnitee shall receive Agent or a Lender determines, in its sole discretion, that it has received a refund or credit (or would have received of any Indemnified Taxes to which Borrower has paid additional amounts pursuant to this Section 16, so long as no Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or credit but for a counterclaim or other claim not indemnified additional amounts paid, by Lessee hereunder (a "deemed refund or credit")) Borrower under this Section 16 with respect to all Indemnified Taxes or any part of any Other Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of giving rise to such a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal only to the lesser extent that the Agent or the Lender, as applicable, is satisfied that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all out-of-pocket expenses (Aincluding Taxes) of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, paid over to Borrower (plus any additional tax savings actually realized penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such Indemnitee penalties, interest or other charges imposed as a result of any payment made pursuant the willful misconduct or gross fault of Agent hereunder) to this sentence (including clause (A)), and (B) Agent or such tax payment, reimbursement Lender in the event Agent or advance by Lessee such Lender is required to repay such refund to such Indemnitee theretofore made Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16.4 shall not be construed to (a) interfere with the right of the Agent or any Lender to arrange its affairs in whatever manner it thinks fit and, or (b) require Agent or any Lender to make available its Tax returns (or any other information which it deems confidential) to Borrower or any other Person. Further notwithstanding anything to the contrary in this Section 16.4, in no event will an Agent or Lender be required to pay any amount to Borrower pursuant to this Section 6(b) 16.4, the payment of which would place such Agent or Lender in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition giving rise to such refund had not been deducted, withheld or credit (otherwise imposed and the indemnification payments or deemed refund or credit), additional amounts with respect to such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes Tax had never been paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 6(b) and the excess4.4, if any, it shall promptly notify such Borrower of the amount described in clause (A) over the amount described in clause (B) shall be carried forward availability of such Refund and applied to reduce pro tanto any subsequent obligations shall, within 30 days after receipt of Lessee to written notice by such ▇▇▇▇▇▇▇▇, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at such ▇▇▇▇▇▇▇▇’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such ▇▇▇▇▇▇▇▇, upon the request of ▇▇▇▇▇▇ or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to any Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If any Indemnitee shall receive a Lender determines, in its sole discretion exercised in good faith, that it has received a refund or credit of (or would have received such refund tax credit with respect to) any Withholding Taxes or credit but for a counterclaim or other claim not Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund Borrowers or credit")) with respect to all or any part of any Taxes paidwhich Borrowers have paid additional amounts pursuant to this Section 2.16, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee it shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) the amount of over such refund (or credit or deemed refund or credit actually the benefit realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of such tax credit) to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 2.16 with respect to the Withholding Taxes or Other Taxes giving rise to such refund), net of all out of pocket expenses of the Lender (including any payment made Withholding Taxes imposed with respect to such refund) as is determined by the Lender in good faith, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that Borrowers, upon the request of the Lender, agree to repay as soon as reasonably practicable the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no event will a Lender be required to pay any amount to Borrowers pursuant to this sentence (including clause (A)), g) the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the tax subject to indemnification and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition giving rise to such refund had not been deducted, withheld or credit otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This Section 2.16 shall not be construed to require the Lender to make available its tax returns (or deemed refund any other information relating to its Withholding Taxes or credit), such Indemnitee shall receive Other Taxes which it deems in good faith to be confidential) to Borrowers or be credited with (or would have received but for a counterclaim or any other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)person.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out‑of‑pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary) or to alter its tax accounting practices.

Refunds. If the Administrative Agent or any Indemnitee shall receive Lender becomes aware that it is entitled to claim a refund or credit (or would have received such refund or credit but for from a counterclaim Government Authority or other claim not taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund the Borrower or credit")) with respect to all or any part which the Borrower has paid additional amounts pursuant to this subsection 2.7B it shall promptly notify the Borrower of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days the availability of such receipt or, in the case of a deemed refund or creditclaim and shall, within 30 days after receipt of a request by the resolution of Borrower, make a claim to such contest, an amount equal to the lesser of (A) the amount of Government Authority or taxation authority for such refund at the Borrower’s expense. If the Administrative Agent or credit or deemed any Lender receives a refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as (including pursuant to a result of any payment claim made pursuant to this sentence (including clause (A)), and (Bthe preceding sentence) such tax payment, reimbursement in respect of any Indemnified Taxes or advance Other Taxes as to which it has been indemnified by Lessee the Borrower or with respect to such Indemnitee theretofore made which the Borrower has paid additional amounts pursuant to this Section 6(b) and subsection 2.7B, it shall pay over such refund to the excessBorrower (but only to the extent of indemnity payments made, if anyor additional amounts paid, by the Borrower under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the amount described in clause Administrative Agent or such Lender and without interest (A) over other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount described paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to the Administrative Agent or such Lender in clause (B) the event the Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be carried forward and applied construed to reduce pro tanto require the Administrative Agent or any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available its tax returns (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or any other claim not indemnified by Lessee hereunderinformation relating to its taxes which it deems confidential) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund Borrower or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)other Person.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case ------- may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made error in the amount of Non-Excluded Taxes paid to such Governmental Authority) of Non-Excluded Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this sentence (including clause (A))subsection 2.17, it shall promptly notify the Borrower of the availability of such Refund and (B) such tax paymentshall, reimbursement or advance within 30 days after receipt of written notice by Lessee the Borrower, make a claim to such Indemnitee theretofore made pursuant to this Section 6(b) and Governmental Authority for such Refund at the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). IfBorrower's expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection 2.17(d) shall be -------- construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund or credit, within 30 days of the resolution or Non-Excluded Taxes paid to such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits Governmental Authority) of any Non-Excluded Taxes payable which have been paid by the Borrower, or indemnifiable with respect to which the Borrower has paid additional amounts pursuant to this Section 6(bsubsection 2.17, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this subsection 2.17 with respect to Non- Excluded Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or the Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, -------- ------- upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this subsection 2.17(d) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If any Indemnitee shall receive a refund or credit (or would 3would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt orclaim will not be otherwise materially disadvantageous to it; provided, that nothing in this clause (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this clause (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this clause (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of ▇▇▇▇▇▇ or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If The Purchaser shall, if the Sellers so request and at the Sellers' expense (for reasonable out-of-pocket costs and expenses), cooperate with the Sellers to file for and obtain any Indemnitee shall receive a Tax refund or credit related to the Business or the Acquired Assets and Stock or Prime that relates to any period ending on or before the First Closing Date (or would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of Prime, the FDS Assets or the Business (other than the GE/Macy's Assets and the May Assets)), the Second Closing Date (in the case of the GE/Macy's Assets) or the Third Closing Date (in the case of the May Assets). If the Purchaser at any time receives a deemed Tax refund or creditcredit described in the immediately preceding sentence, within 30 days of the resolution Purchaser shall promptly pay over such refund or the amount of such contest, an amount equal credit to the lesser Sellers; provided, however, that, if a Governmental Authority at any time requires the Purchaser to reimburse such Governmental Authority for the amount of (A) any refund or credit previously paid to the Sellers, the Sellers jointly and severally shall indemnify, hold harmless and reimburse the Purchaser and its Affiliates for the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may beincluding all interest, such Indemnitee shall pay to Lessee within 30 days of such receipt orpenalties, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or creditcosts and expenses associated therewith. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such Any Tax refunds or credits of relating to Prime, the FDS Assets, the GE/Macy's Assets, the May Assets or the Business with respect to a Straddle Period shall be equitably apportioned between the Purchaser, on the one hand, and the Sellers, on the other hand. Notwithstanding the foregoing, the Purchaser shall be entitled to all refunds with respect to any Taxes payable or indemnifiable paid pursuant to this Section 6(b)11.3.

Refunds. If any Indemnitee a Lender shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b4.4, it shall promptly notify the Borrower in writing of the availability of such Refund and shall, within 30 days after receipt of written notice by the Borrower make a claim to such Governmental Authority for such Refund at the Borrower's expense if, in the judgment of such Lender, the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) and shall be construed to require any Lender to institute any administrative proceeding (other than the excessfiling of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender with respect to such Refund) of such Lender and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender agrees to repay the amount described paid over to the Borrower (plus penalties, interest or other charges) to such Lender in clause (A) over the amount described event such Lender is required to repay such Refund to such Governmental Authority. Nothing contained in clause (Bthis Section 4.4(c) shall be carried forward and applied to reduce pro tanto require any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available any of its tax returns (or deemed refund any other information that it deems to be confidential or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(bproprietary).

Refunds. If any Indemnitee Subject to Section 8.2(f)(ii), Buyer shall receive a refund or credit pay (or would have received to the extent such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was amounts were not taken into account in computing such payment determining the Final Working Capital) to Seller the amount of any Tax refund, credit or indemnityoffset (including any interest paid or credited with respect thereto but reduced by any Taxes that Buyer, such Indemnitee and any Company or Subsidiary shall be required to pay to Lessee within 30 days of such receipt with respect thereto) received or, in the case of a deemed refund credit or creditoffset, utilized, by Buyer or any Company or Subsidiary, within 30 days after receipt or such utilization to the extent such refund is received, or such credit or offset results in a reduction of Taxes, with respect to Taxable periods or portions thereof ending on or before the Closing Date (including any Taxes allocated to such period) and shall pay (to the extent such amounts were not taken into account in determining the Final Working Capital) to Seller the benefit of any Taxes in respect of Taxable periods or portions thereof beginning on or after the Closing Date actually paid by Seller or the Company on or before the Closing Date (provided that this provision shall not require Buyer to pay any amounts attributable to net operating losses, net capital losses, credits or other similar items carried forward into Taxable periods or portions thereof beginning on or after the Closing Date). Buyer shall, if Seller so requests and at Seller's expense, cause the relevant entity to file for and use its reasonable efforts to obtain and expedite the receipt of any refund to which Seller is entitled under this Section 8.2(f)(i), but only to the extent that Buyer is not materially prejudiced by taking such action. All refunds, credits or offsets of the resolution of such contest, an amount equal to the lesser of (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), Company and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have its Subsidiaries received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund credit or creditoffset, utilized, with respect to Taxable periods or portions thereof beginning after the Closing Date shall be for the account of Buyer and Seller shall pay to Buyer the amount of any such refunds (including any interest paid or credited with respect thereto, but reduced by any Taxes that Seller shall be required to pay with respect thereto) received by Seller or any of its Affiliates within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)after receipt.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary) or to alter its tax accounting practices.

Refunds. If Administrative Agent or any Indemnitee shall receive Lender becomes aware that it is entitled to claim a refund or credit (or would have received such refund or credit but for from a counterclaim Government Authority or other claim not taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund Company or credit")) with respect to all or any part which Company has paid additional amounts pursuant to this subsection 2.7B it shall promptly notify Company of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days the availability of such receipt or, in the case of a deemed refund or creditclaim and shall, within 30 days after receipt of the resolution of a request by Company, make a claim to such contest, an amount equal to the lesser of (A) the amount of Government Authority or taxation authority for such refund at Company's expense. If Administrative Agent or credit or deemed any Lender receives a refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as (including pursuant to a result of any payment claim made pursuant to this sentence (including clause (A)), and (Bthe preceding sentence) such tax payment, reimbursement in respect of any Indemnified Taxes or advance Other Taxes as to which it has been indemnified by Lessee Company or with respect to such Indemnitee theretofore made which Company has paid additional amounts pursuant to this Section 6(b) subsection 2.7B, it shall pay over such refund to Company (but only to the extent of indemnity payments made, or additional amounts paid, by Company under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the excessrelevant Government Authority or taxation authority with respect to such refund); provided, if anythat Company, upon the request of Administrative Agent or such Lender, agrees to repay the amount described paid over to Company (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to Administrative Agent or such Lender in clause (A) over the amount described in clause (B) event Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be carried forward and applied construed to reduce pro tanto require Administrative Agent or any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available its tax returns (or deemed refund any other information relating to its taxes which it deems confidential) to Company or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or any other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable pursuant to this Section 6(b)Person.

Refunds. If The Purchaser shall, if the Sellers so request and at the Sellers’ expense (for reasonable out-of-pocket costs and expenses), cooperate with the Sellers to file for and obtain any Indemnitee shall receive a Tax refund or credit related to the Business or the Acquired Assets and Stock or Prime that relates to any period ending on or before the First Closing Date (or would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of Prime, the FDS Assets or the Business (other than the GE/Macy’s Assets and the May Assets)), the Second Closing Date (in the case of the GE/Macy’s Assets) or the Third Closing Date (in the case of the May Assets). If the Purchaser at any time receives a deemed Tax refund or creditcredit described in the immediately preceding sentence, within 30 days of the resolution Purchaser shall promptly pay over such refund or the amount of such contest, an amount equal credit to the lesser Sellers; provided, however, that, if a Governmental Authority at any time requires the Purchaser to reimburse such Governmental Authority for the amount of (A) any refund or credit previously paid to the Sellers, the Sellers jointly and severally shall indemnify, hold harmless and reimburse the Purchaser and its Affiliates for the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may beincluding all interest, such Indemnitee shall pay to Lessee within 30 days of such receipt orpenalties, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or creditcosts and expenses associated therewith. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such Any Tax refunds or credits of relating to Prime, the FDS Assets, the GE/Macy’s Assets, the May Assets or the Business with respect to a Straddle Period shall be equitably apportioned between the Purchaser, on the one hand, and the Sellers, on the other hand. Notwithstanding the foregoing, the Purchaser shall be entitled to all refunds with respect to any Taxes payable or indemnifiable paid pursuant to this Section 6(b)11.3.

Refunds. If Vendor shall be entitled to any Indemnitee shall receive a refund or credit (or would have of Taxes of the Conveyed Entities received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all any Pre-Closing Period and, with respect to any Straddle Period, with respect to the portion of such taxable year or period ending at the end of the Closing Date; provided, that (i) such Taxes were actually paid by Vendor or a Conveyed Entity prior to Closing or taken into account in the calculation of the Purchase Price (as finally determined pursuant to Section 2.8) as an amount included in Closing Indebtedness or as a current liability in the calculation of Closing Working Capital, (ii) such Tax refund is actually received by Buyer or a Conveyed Entity after the Closing, (iii) such Tax refund is not attributable to any loss or Tax attribute arising in a Taxable period (or portion thereof) beginning after the Closing Date or any part Tax attribute of any Taxes paidBuyer or its Affiliates (excluding, reimbursed for this purpose, the Conveyed Entities) whether arising before, on or advanced by Lesseeafter the Closing Date, in each case, whether by means of a deduction, credit, (iv) such Tax refund or otherwise, and which was not taken into account in computing the computation of the Purchase Price (as finally determined pursuant to Section 2.8), (v) such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in Tax refund is not the case subject of a deemed then-pending Tax audit or other proceeding, (vi) such Tax refund or credit, within 30 days is not attributable to a change in Law occurring after the date of the resolution of such contest, an amount equal to the lesser of (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A))Agreement, and (Bvii) no Conveyed Entity is obligated to turn over the benefit of such tax paymentTax refund to another Person pursuant to an agreement or arrangement entered into by Vendor or any of its Affiliates (including the Conveyed Entities) prior to Closing; provided, reimbursement or advance by Lessee further, that the amount to such Indemnitee theretofore made be paid to Vendor pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B11.3(b) shall be carried forward reduced by any out-of-pocket costs, expenses and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to Losses incurred by Buyer and its Affiliates in obtaining such Indemnitee pursuant to this Section 6(b)). If, in addition to such Tax refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest any Taxes imposed on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or creditTax refund. Each Indemnitee agrees Vendor shall, upon the request of Buyer, repay to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any Taxes payable or indemnifiable Buyer the amount paid over pursuant to this Section 6(b)paragraph (plus any penalties, interest or other charges imposed by the relevant Government Entity) in the event Buyer or any of its Affiliates is required to repay such refund to such Government Entity.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means the form of a deductioncredit) (each, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense if, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt orclaim will not be otherwise materially disadvantageous to it; provided, that nothing in this clause (e) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this clause (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this clause (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.