Common use of Refunds Clause in Contracts

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund or credit (in lieu of such refund) of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.15 (including by the payment of additional amounts pursuant to this Section 5.032.15), it shall pay to the indemnifying party an amount equal to such refund or credit (in lieu of such refund) (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund or credit (in lieu of such refund)), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit (in lieu of such refund)). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fh) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that if such indemnified party is required to repay such refund or credit (in lieu of such refund) to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fh), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fh) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to credit (in lieu of such Tax refund) had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.17 (including by the payment of additional amounts pursuant to this Section 5.032.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fd) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fd), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fd) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party an Affected Person determines, in its sole discretion discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03)6.3, it shall pay over such refund to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made made, or additional amounts paid, by a Transaction Party under this Section 6.3 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party Affected Person and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund net of any applicable Taxes payable in respect of such interest). Such ; provided, that the indemnifying partyparty agrees to repay each such Affected Person, upon promptly after the request of such indemnified partyAffected Person, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) the indemnifying party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party Affected Person is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 6.3(f), in no event will the indemnified party any Affected Person be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party such Affected Person in a less favorable net after-Tax position than the indemnified party such Affected Person would have been in if the Tax Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax Taxes had never been paid. This paragraph Section 6.3(f) shall not be construed to require any indemnified party Affected Person to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.6 (including by the payment of additional amounts pursuant to this Section 5.032.6), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fg) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 Article V (including by the payment of additional amounts pursuant to this Section 5.03Article V), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section Article V with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) Section 5.06 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f)Section 5.06, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) Section 5.06 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.18 (including by the payment of additional amounts pursuant to this Section 5.032.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.18 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph clause (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph clause (fg) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph clause (g) shall not be construed to require any indemnified party to make available its Tax tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 3.1 (including by the payment of additional amounts pursuant to this Section 5.033.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fd) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fd), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fd) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph clause (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph clause (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph clause (f) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fSection 5.03(j) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 5.03(j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fSection 5.03(j) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party Credit Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03Section), it shall pay to the indemnifying party applicable Co-Borrower an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying partyCo-Borrower, upon the request of such indemnified partyCredit Party, shall repay to such indemnified party Credit Party the amount paid over pursuant to this paragraph (fe) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party Credit Party is later required to repay repay, such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fe), in no event will the indemnified party Credit Party be required to pay any amount to an indemnifying party a Co-Borrower pursuant to this paragraph (fe) the payment of which would place the indemnified party Credit Party in a less favorable net after-Tax position than the indemnified party Credit Party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party Credit Party to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party Co-Borrower or any other Person. For purposes of this Section 2.6.4(e), the term “refund” shall include any credits received in lieu of a refund.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.5 (including by the payment of additional amounts pursuant to this Section 5.032.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fg) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, determines in its sole discretion exercised in good faith, faith that it has received a refund in respect of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of 4.09 or with respect to which a Borrower has paid additional amounts amounts, pursuant to this Section 5.03)4.09, it such party shall promptly after the date of such receipt pay over the amount of such refund to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made made, or additional amounts paid, by the indemnifying party under this Section 4.09 with respect to the Taxes or Other Taxes giving rise to such refundrefund and only to the extent that the amount of any such refund is directly attributable to payments made under this Agreement), net of all out-of-pocket reasonable expenses of such party (including Taxesadditional Taxes and Other Taxes attributable to such refund, as determined by such party) of such indemnified party and without interest (other than any interest interest, if any, paid by the relevant Governmental Authority with respect to such refund). Such The indemnifying partyparty shall, upon the request of such indemnified partydemand, shall repay pay to such indemnified party the any amount paid over pursuant to this paragraph (f) the indemnifying party by such indemnified party (plus any penalties, interest or other charges imposed by the relevant such Governmental Authority) in the event that such indemnified party is required to repay any portion of such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fi), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fi) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified indemnif ied pursuant to this Section 5.03 2.15 (including by the payment of additional amounts pursuant to this Section 5.032.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified indemnif ied party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fh) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that if such indemnified indemnif ied party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fh), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fh) the payment of which would place the indemnified party in a less favorable net afteraf ter-Tax position than the indemnified indemnif ied party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified indemnif ied party to make available its Tax returns (or any other information relating to its Taxes that it deems confidentialconf idential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.17 (including by the payment of additional amounts pursuant to this Section 5.032.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fg) to the extent that such payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 16 (including by the payment of additional amounts pursuant to this Section 5.0316), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) Section 16.4 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f)Section 16.4, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) Section 16.4 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.20 (including by the payment of additional amounts pursuant to this Section 5.032.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph clause (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph clause (fg) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph clause (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, a Protected Party determines that it has received a refund of any Indemnified Taxes as or Other Taxes which in the Protected Party’s sole discretion exercised in good faith is allocable to amounts with respect to which it has been indemnified pursuant to this Section 5.03 (including by the payment of Borrower hereunder or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.03)3.01, it shall pay to over the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes), to the Borrower (but only to the extent of indemnity payments made, or additional payments paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying partyThe Borrower, upon the request of such indemnified partyProtected Party, shall repay to such indemnified party Protected Party the amount paid over pursuant to this paragraph (fj) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party Protected Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fj), in no event will the indemnified party Protected Party be required to pay any amount to an indemnifying party a Borrower pursuant to this paragraph (fj) the payment of which would place the indemnified party a Protected Party in a less favorable net after-Tax tax position than the indemnified party Protected Party would have been in if the Tax subject to the indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments payment or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party Protected Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party Borrower or any other Personperson.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 3.01 (including by the payment of additional amounts pursuant to this Section 5.033.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fh) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fh), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fh) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.. (i)

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.19 (including by the payment of additional amounts pursuant to this Section 5.032.19), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fSection 2.19(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 2.19(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fSection 2.19(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 6 (including by the payment of additional amounts pursuant to this Section 5.036.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) Section 6.6 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f)Section 6.6, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) Section 6.6 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section 6.6 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 3.01 (including by the payment of additional amounts pursuant to this Section 5.033.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fh) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fh), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fh) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.15 (including by the payment of additional amounts pursuant to this Section 5.032.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fh) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that if such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fh), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fh) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.. 72

Refunds. If any party determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 5.03(g) (including by the payment of additional amounts pursuant to this Section 5.03Section), it shall pay to the indemnifying party over an amount equal to such refund to the indemnifying party (but only to the extent of indemnity payments made made, or additional amounts paid under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such the indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such ; provided that the indemnifying party, upon the request of such the indemnified party, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (f) the indemnifying party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the indemnified party in the event that such the indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 5.03(g), in no event will the indemnified party be required to pay any amount to an the indemnifying party pursuant to this paragraph (fSection 5.03(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section shall not be construed to require any the indemnified party to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.11 (including by the payment of additional amounts pursuant to this Section 5.032.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.11 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph clause (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph clause (fg) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph clause (g) shall not be construed to require any indemnified party to make available its Tax tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes taxes as to which it has been indemnified pursuant to this Section 5.03 2.17 (including by the payment of additional amounts pursuant to this Section 5.032.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxestaxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph clause (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph clause (fg) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax tax had never been paid. This paragraph clause (g) shall not be construed to require any indemnified party to make available its Tax returns Returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.10 (including by the payment of additional amounts pursuant to this Section 5.032.10), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.10 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph clause (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph clause (fg) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph clause (g) shall not be construed to require any indemnified party to make available its Tax tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If Agent or any party Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes taxes as to which it has been indemnified pursuant to this Section 5.03 2.8 (including by the payment of additional amounts pursuant to this Section 5.032.8), it shall pay to the indemnifying party Borrower an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.8 with respect to the Taxes taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying partyBorrower, upon the request of Agent or such indemnified partyLender, shall repay to Agent or such indemnified party Lender the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party Agent or any Lender be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party Agent or such Lender in a less favorable net after-Tax tax position than the indemnified party Agent or such Lender would have been in if the Tax tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax tax had never been paid. This paragraph shall not be construed to require Agent or any indemnified party Lender to make available its Tax tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. Without limiting the foregoing, unless required by applicable law, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Refunds. If any party person receivesparty determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.14 (including by the payment of additional amounts pursuant hereunder with respect to Taxes), such Personpursuant to this Section 5.03Section), it shall pay to the indemnifying party an amount equal to such refund refund. (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fg) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 7 (including by the payment of additional amounts pursuant to this Section 5.037), it shall pay to the indemnifying party an amount equal to such refund or indemnification (but only to the extent of indemnity payments made additional amounts or indemnification paid under this Section 7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) Section 7.7 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f)Section 7.7, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) Section 7.7 to the extent that such payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, deducted or withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.This

Refunds. If any party determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (g) (including by the payment of additional amounts pursuant to this Section 5.03Section), it shall pay to the indemnifying party over an amount equal to such refund to the indemnifying party (but only to the extent of indemnity payments made made, or additional amounts paid under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such the indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such ; provided that the indemnifying party, upon the request of such the indemnified party, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (f) the indemnifying party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the indemnified party in the event that such the indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 5.03(g), in no event will the indemnified party be required to pay any amount to an the indemnifying party pursuant to this paragraph (fSection 5.03(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section shall not be construed to require any the indemnified party to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 3.01 (including by the payment of additional amounts pursuant to this Section 5.033.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fh) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fh), in no 67 Loan Agreement event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fh) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03Section), it shall pay to the indemnifying party over an amount equal to such refund to the indemnifying party (but only to the extent of indemnity payments made made, or additional amounts paid under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such the indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such ; provided that the indemnifying party, upon the request of such the indemnified party, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (f) the indemnifying party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the indemnified party in the event that such the indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 5.03(g), in no event will the indemnified party be required to pay any amount to an the indemnifying party pursuant to this paragraph (fSection 5.03(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section shall not be construed to require any the indemnified party to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, determines in its sole discretion exercised in good faith, faith that it has received a refund in respect of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of 4.09 or with respect to which a Borrower has paid additional amounts amounts, pursuant to this Section 5.03)4.09, it such party shall promptly after the date of such receipt pay over the amount of such refund to the indemnifying party an amount equal to such refund (but only to the extent of #89365364v21 indemnity payments made made, or additional amounts paid, by the indemnifying party under this Section 4.09 with respect to the Taxes or Other Taxes giving rise to such refundrefund and only to the extent that the amount of any such refund is directly attributable to payments made under this Agreement), net of all out-of-pocket reasonable expenses of such party (including Taxesadditional Taxes and Other Taxes attributable to such refund, as determined by such party) of such indemnified party and without interest (other than any interest interest, if any, paid by the relevant Governmental Authority with respect to such refund). Such The indemnifying partyparty shall, upon the request of such indemnified partydemand, shall repay pay to such indemnified party the any amount paid over pursuant to this paragraph (f) the indemnifying party by such indemnified party (plus any penalties, interest or other charges imposed by the relevant such Governmental Authority) in the event that such indemnified party is required to repay any portion of such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fi), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fi) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 7 (including by the payment of additional amounts pursuant to this Section 5.037.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) Section 7.10 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f)Section 7.10, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) Section 7.10 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section 7.10 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fg) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund (including a credit in lieu of such refund) of any Taxes taxes as to which it has been indemnified pursuant to this Section 5.03 3.1 (including by the payment of additional amounts pursuant to this Section 5.033.1), it shall pay to the indemnifying party an amount equal to such refund or credit (but only to the extent of indemnity payments made under this Section with respect to the Taxes taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxestaxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fe) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fe), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fe) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 ‎Section 1.7 (including by the payment of additional amounts pursuant to this Section 5.03‎Section 1.7), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f‎(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f‎(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f‎(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 7 (including by the payment of additional amounts pursuant to this Section 5.037), it shall pay to the indemnifying party an amount equal to such refund or indemnification (but only to the extent of indemnity payments made additional amounts or indemnification paid under this Section 7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) Section 7.7 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f)Section 7.7, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) Section 7.7 to the extent that such payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, deducted or withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section 7.7 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified that were paid by Credit Parties pursuant to this Section 5.03 (including by the payment 3.5, so long as no Event of additional amounts pursuant to this Section 5.03)Default has occurred and is continuing, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.5 with respect to the Indemnified Taxes giving rise to such refund)) to Credit Parties, net of all out-of-pocket expenses (including Taxes) of such indemnified party Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party; provided, that Credit Parties, upon the request of such indemnified partyLender, shall agree to repay to such indemnified party the amount paid over pursuant to this paragraph (f) Credit Parties (plus any penalties, interest or other charges imposed by the relevant applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Lender hereunder) to Lender in the event that such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 3.5(d), in no event will the indemnified party Lender be required to pay any amount to an indemnifying party Credit Parties pursuant to this paragraph (fSection 3.5(d) the if such payment of which would place the indemnified party Lender in a less favorable net after-Tax position than the indemnified party Lender would have been in if the Indemnified Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party Lender to make available its Tax tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party Credit Parties or any other Person.

Refunds. If any party Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of of, or credit or other similar tax benefit in respect of, any Taxes as to which it has been indemnified pursuant by an Obligor or with respect to this Section 5.03 (including by the payment of which an Obligor has paid additional amounts pursuant to this Section 5.035.8 or Section 3.7.1(b), it shall pay to the indemnifying party such Obligor an amount equal to such refund refund, or credit or benefit (but only to the extent of indemnity payments made under this Section made, or additional amounts paid, by such Obligor with respect to the Taxes giving rise to such refund, or credit or benefit), net of all out-of-pocket expenses (including Taxes) of such indemnified party Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying partyObligor, upon the request of such indemnified partyLender, shall repay to such indemnified party Lender the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f)paragraph, in no event will the indemnified party Lender be required to pay any amount to an indemnifying party Obligor, pursuant to this paragraph (f) the payment of which would place the indemnified party Lender in a less favorable net after-Tax position than the indemnified party Lender would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party such Obligor or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (including any Tax credit in lieu of a refund that results in an actual reduction of Taxes paid) as to which it has been indemnified pursuant to this Section 5.03 2.17 (including by the payment of additional amounts pursuant to this Section 5.032.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fg) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fg), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fg) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 25 (including by the payment of additional amounts pursuant to this Section 5.0325), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 25 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority governmental authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) Section 25.6 (plus any penalties, interest or other charges imposed by the relevant Governmental Authoritygovernmental authority) in the event that such indemnified party is required to repay such refund to such Governmental Authoritygovernmental authority. Notwithstanding anything to the contrary in this paragraph (f)Section 25.6, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) Section 25.6 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section 25.6 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 3.01 (including by the payment of additional amounts pursuant to this Section 5.033.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fh) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fh), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fh) the payment of which would place the indemnified party in a less favorable net after-Tax tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 2.17 (including by the payment of additional amounts pursuant to this Section 5.032.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (fSection 2.17(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (fSection 2.17(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (fSection 2.17(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph Section 2.17(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.