Common use of Tax Refund Clause in Contracts

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid by a Borrower, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's sole expense. If any Lender, Tax Transferee or Administrative Agent, 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 subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, the amount of such refund (together with any interest received thereon) shall be paid to such Borrower to the extent payment has been made in full as and when required pursuant to this subsection 2.7C or subsection 2.7B.

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's ’s expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid by a Borrower, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's ’s sole expense. If any Lender, Tax Transferee or Administrative Agent, 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 subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, the amount of such refund (together with any interest received thereon) shall be paid to such Borrower to the extent payment has been made in full as and when required pursuant to this subsection 2.7C or subsection 2.7B.

Tax Refund. If any Borrower a Lender or Agent determines in good ---------- faith that a reasonable basis exists for contesting a Covered TaxTax with respect to which Company has paid an additional amount under this subsection 2.7B or subsection 2.7A, the relevant such Lender or Tax Transferee or Administrative Agent, as applicable, shall notify Company in writing of its determination and, if requested in writing by Company, cooperate with such Borrower Company (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant such Lender or Agent, as applicable, have been made to preserve the confidential nature of such information) in challenging such Tax at such BorrowerCompany's expense if requested by such Borrower (it being understood and agreed that none of Administrative no Lender or Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid by a BorrowerCompany, it shall promptly notify such Borrower Company of the availability of such refund (unless it was made aware of such refund by a BorrowerCompany) and shall, within 30 45 days after the receipt of a request from such BorrowerCompany, apply for such refund at such BorrowerCompany's sole expense. If any Lender, Tax Transferee Lender or Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) of any Covered Tax for with respect to which a payment Company has been made pursuant to paid an additional amount under this subsection 2.7C 2.7B or subsection 2.7B 2.7A which, in the reasonable good faith judgment of such Lender, Tax Transferee Lender or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C 2.7B or subsection 2.7B2.7A, the amount of such refund (together with any interest thereon received thereonby such Lender or Agent from the Government Authority that imposed the Tax being refunded, but net of all reasonable out-of-pocket expenses of such Lender or Agent) shall be paid to such Borrower to Company if (i) payment of the extent payment Tax being refunded has been made in full as and when required pursuant to this subsection 2.7C 2.7B or subsection 2.7B.2.7A and (ii) Company agrees in writing to repay the amount of such Refund, together with interest thereon, to the applicable Lender or Agent in the event such Lender or Agent is required to repay such refund to such Government Authority.

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's ’s expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid as to which it has been indemnified by a BorrowerBorrower or with respect to which a Borrower has paid additional amounts pursuant to this subsection 2.7C or subsection 2.7B, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's ’s sole expense. If any Lender, Tax Transferee or Administrative Agent, as applicable, receives a refund 100 (whether by way of a direct payment or by offset) of any Covered Tax for which a payment has been made pursuant to this subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, the amount of such refund (together with any interest received thereon) shall be paid to such Borrower (but only to the extent payment has been made in full as and when required pursuant to of indemnity payments made, or additional amounts paid, by the Borrower under this subsection 2.7C or subsection 2.7B.2.7B with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender, Tax Transferee or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the request of such Lender, Tax Transferee or Administrative Agent agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender, Tax Transferee or Administrative Agent in the event such Lender, Tax Transferee or Administrative Agent is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Lender, Tax Transferee or Administrative Agent to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive Tax Indemnitee obtains a refund (whether by way or credit of a direct payment all or by offset) in respect of a Covered Tax paid by a Borrower, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's sole expense. If any Lender, Tax Transferee or Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) part of any Covered Tax for which a payment has been made Taxes paid, reimbursed or advanced by the Company pursuant to this subsection 2.7C or subsection 2.7B whichSection 12.2, in the reasonable good faith judgment Tax Indemnitee promptly shall pay to the Company the lesser of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, (A)(x) the amount of such refund or credit (together with net of any interest received thereonTax payable by the Tax Indemnitee as a result of the receipt or accrual of such refund or credit if the payment of such refund or credit by the Tax Indemnitee to the Company is not deductible against such Tax) plus (y) an amount equal to any United States federal, state or local income tax benefit realized by such Tax Indemnitee as a result of the payments to the Company under clause (x) above and this clause (y) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity(ies) paid pursuant to this Section 12.2 in respect of such refunded or credited Taxes; provided, that any excess of the amount described in clause (A) over the amount described in clause (B) shall be paid carried forward and applied to reduce pro tanto any subsequent obligations of the Company to make payment to such Borrower to the extent payment has been made in full as and when required Tax Indemnitee pursuant to this subsection 2.7C Section 12.2; and provided, further, that if at the time such payment is due to the Company a Significant Company Default or subsection 2.7B.Company Event of Default shall have occurred and be continuing, such amount shall not be payable until such Significant Company Default or Company Event of Default has been cured. If it is subsequently determined that the Tax Indemnitee was not entitled to such refund or credit, the portion of such refund or credit that is required to be repaid or recaptured will be treated as Taxes for which the Company must indemnify the Tax Indemnitee pursuant to this Section 12.2 without regard to Section 12.2(b) (other than Section 12.2(b)(iii)). If, in connection with a refund or credit of all or part of any Taxes paid, reimbursed or advanced by the Company pursuant to this Section 12.2, a Tax Indemnitee receives an amount representing interest on such refund or credit, the Tax Indemnitee promptly shall pay to the Company the amount of such interest that shall be fairly attributable to such Taxes paid, reimbursed or advanced by the Company prior to the receipt of such refund or credit (net of Taxes payable in respect of the receipt or accrual of such interest if the payment of such interest by the Tax Indemnitee to the Company is not deductible against such Tax).

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's ’s expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid as to which it has been indemnified by a BorrowerBorrower or with respect to which a Borrower has paid additional amounts pursuant to this subsection 2.7C or subsection 2.7B, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's ’s sole expense. If any Lender, Tax Transferee or Administrative Agent, 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 subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, the amount of such refund (together with any interest received thereon) shall be paid to such Borrower (but only to the extent payment has been made in full as and when required pursuant to of indemnity payments made, or additional amounts paid, by the Borrower under this subsection 2.7C or subsection 2.7B.2.7B with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender, Tax Transferee or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the request of such Lender, Tax Transferee or Administrative Agent agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender, Tax Transferee or Administrative Agent in the event such Lender, Tax Transferee or Administrative Agent is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Lender, Tax Transferee or Administrative Agent to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.