Tax Transferee means any Person who acquires any interest in the Loans (whether or not by operation of law) or the office to which a Lender, Arranger or Agent has transferred its Loans for purposes of determining where the Loans are made, accounted for or booked.
Payment under this indemnification shall be made within thirty (30) days from the date such Lender, the Agent or such Tax Transferee certifies and sets forth in reasonable detail the calculation thereof as to the amount and type of such Taxes.
If any Tax Transferee or any Bank, as applicable, receives a refund (whether by way of a direct payment or by offset of any Covered Tax for which a payment has been made pursuant to this Section 4) the amount of such refund (together with any interest received thereon) shall be paid to the Borrowers to the extent payment has been made in full pursuant to this Section 4.
Notwithstanding the foregoing, such Bank, Tax Transferee or the Agent shall not be required to make any payment hereunder before such time as the Borrowers shall have made all payments or indemnities then due pursuant to this Agreement; PROVIDED HOWEVER, that such Bank, Tax Transferee or the Agent shall be required to make such payments promptly after such time as the Borrowers shall have made all such payments or indemnities.
Any such certificate submitted by such Lender, the Agent or such Tax Transferee in good faith and based on supporting documents to the Borrower shall be final, conclusive and binding on all parties.
If the Borrowers determine in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Bank or Tax Transferee, as applicable, shall cooperate with the Borrowers in challenging such Tax at the Borrowers' expense if requested by the Borrowers (it being understood and agreed that no Bank shall have any obligation to contest, or any responsibility for contesting, any Tax).