Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.

Refunds or Credits. If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect of any Indemnified Taxes tax for which it has been indemnified by a Credit Party or Other Taxes with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01 or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes tax for which it has been indemnified by the Borrower and a Credit Party or with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01, which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax indemnified tax or Other Tax paidadditional amounts, such Lender or the Administrative Agent shall promptly (within 30 days from the date of such receipt) pay over to the Borrower such Credit Party the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party with respect to the Indemnified Taxes or Other Taxes tax giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to each Credit Party shall repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower such Credit Party (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower no Credit Party shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section 3.01 or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionSection 3.01.

Refunds or Credits. (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date and 28 34 are not reflected on the Financial Statements, shall be for the account of Inter Scan, and, to the extent that such refunds or credits are attributable to taxable periods ending after the Closing Date, such refunds or credits shall be for the account of API Portescap. API Portescap shall cause the Company promptly to forward to Inter Scan or to reimburse Inter Scan for any such refunds or credits due Inter Scan after receipt thereof by API Portescap, the Company or any Subsidiary, and Inter Scan shall promptly forward to API Portescap any such refunds or credits due API Portescap after the receipt thereof by Inter Scan. (b) If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect examination of any Indemnified Taxes federal, state, local, foreign or Other Taxes other tax return of Inter Scan, the Company or any Subsidiary shall result (by settlement or otherwise) in any adjustment that decreases deductions, losses or tax credits or increases income, gains or recapture of tax credits for any period ending on or before or including the Closing Date, and that will permit API or a subsidiary thereof to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (but for such adjustments) have been taken or reported with respect to API, a subsidiary of API, the Company or any Subsidiary for one or more periods ending after the Closing Date, Inter Scan will notify API, and provide it with adequate information so that it can reflect on tax returns of API, a subsidiary of API, the Company or any Subsidiary such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. With respect to such increases or decreases on tax returns of API, a subsidiary of API, the Company or any Subsidiary, API shall pay to Inter Scan the amounts by which the Borrower has aggregate of all Tax Benefits (as hereinafter defined) which result therefrom exceeds $10,000, such amounts to be paid additional amounts hereunder or when and as such Tax Benefits in excess of $10,000 are realized. (iic) claims If the examination of any credit federal, state, local, foreign or other tax benefit return of API, a subsidiary of API, the Company or any Subsidiary shall result (such credit to include any increase by settlement or otherwise) in any foreign adjustment that decreases deductions, losses or other tax creditcredits for any period ending after the Closing Date, and that will permit Inter Scan or the Company or any Subsidiary to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (but for such adjustment) have been taken or reported with respect to Inter Scan, the Company or any Taxes Subsidiary for one or Other Taxes for which more periods before the Closing Date, API will notify Inter Scan and provide it has been indemnified with adequate information so that it can reflect on its return such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Inter Scan shall pay to API the amounts by the Borrower and with respect to which the Borrower has aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts to be paid additional amounts hereunder which refundwhen and as such Tax Benefits inn excess of $10,000 are realized. (d) The term "Tax Benefits" shall mean in the case of a separate state, credit local, foreign or other tax benefit return, the sum of the amount by which the tax liability of such corporation to the appropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, and in the sole judgment case of such Lender a consolidated federal income tax return or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paidsimilar state, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refundlocal, credit foreign or other tax benefit (but only return, the sum of the amount by which the tax liability of the affiliated group of corporations to the extent of indemnity payments made, appropriate government or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses jurisdiction is reduced (including tax refund) and any taxes on a refund interest from such government or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit jurisdiction relating to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Sectionliability.

Refunds or Credits. If any Lender or The Buyer shall pay to the Administrative Agent (i) receives a refund from a taxation authority in respect Seller 98.698208% and contribute to Company 1.301792% of any Indemnified Taxes Tax refunds or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or credits in lieu of Tax refunds (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, such Tax refunds or additional amounts paid, by the Borrower with respect credits were not included as an asset in Net Working Capital and to the Indemnified extent any such credits are not applied to reduce the Taxes of the Company or Other Taxes giving rise to such refund or creditany of the Subsidiaries in any Pre-Closing Tax Period), including interest paid therewith from the applicable Taxing Authority (net of all any Taxes thereon and reasonable out-of-pocket costs and expenses (including any taxes on a refund or on interest received or credited) which such Lender of the Buyer, the Company, or the Administrative Agent certifies that it has reasonably determined Subsidiaries) in respect of Taxes paid by the Company or any Subsidiary with respect to have been incurred in connection with obtaining such refund, credit or other tax benefitany Pre-Closing Tax Period; provided, however, that (i) such Persons will not be entitled to any Tax refunds or credits attributable to carrybacks from periods beginning after the Borrower agrees Closing Date. The Buyer shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with the Seller to repay, upon obtain Tax refunds or credits in lieu of Tax refunds that are described by the request of such Lender or immediately preceding sentence. The Buyer shall pay to the Administrative Agent, Seller and contribute to Company the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay of any such refund or credit within 10 days after receipt or utilization thereof; provided, however, the Buyer will not be required to make any payment to the Seller and the Company under this Section 11.6 with respect to such tax authorityTax refund or credit to the extent that the amount of such payment is in excess of the maximum amount of Taxes for which the Seller and the Rollover Stockholders could be required to indemnify the Buyer Indemnitees at such time taking into account the limitations in Article X, regardless of whether a claim for indemnification has been made by Buyer Indemnitees as of such time. To the extent permitted by applicable Law, the Buyer shall request (iiand shall cause the Company and the Subsidiaries to request) a Tax refund in cash rather than a credit against future Tax liabilities. In the event any previously referenced refund or credit is subsequently disallowed by an applicable Governmental Authority, the Seller shall promptly reimburse Buyer for the amount (up to the amount actually paid to the Seller pursuant to this Section 11.6) of such Lender disallowed refund or credit up to a period ending on the Administrative Agent12 month anniversary of the Closing Date. For the avoidance of doubt, as the case may be, shall have no obligation Seller and the Rollover Stockholders will not be entitled to cooperate any payment or other compensation for any reduction in Taxes payable with respect to any contest Tax year (or continue portion thereof) commencing after the Closing Date that is attributable to cooperate with respect to the carry-forward and application of any contest)losses, or to seek or claim any refunddeductions, credit credits or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionTax attributes from a Pre-Closing Tax Period.

Refunds or Credits. If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect of any Indemnified Taxes tax for which it has been indemnified by a Credit Party or Other Taxes with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01 or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes tax for which it has been indemnified by the Borrower and a Credit Party or with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01, which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax indemnified tax or Other Tax paidadditional amounts, such Lender or shall (within 30 days from the Administrative Agent shall promptly date of such receipt) pay over to the Borrower such Credit Party the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party with respect to the Indemnified Taxes or Other Taxes tax giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to each Credit Party shall repay, upon the request of such Lender or the Administrative AgentLender, the amount paid over to the Borrower such Credit Party (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative AgentLender, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower no Credit Party shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section 3.01 or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionSection 3.01.

Refunds or Credits. If (a) Except as otherwise set forth in this Agreement, any Lender refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, shall be for the account of the Shareholder, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Closing Date (including a Section 338 return), such refunds or credits shall be for the account of Buyer. Buyer shall cause the Company promptly to forward to the Shareholder or to reimburse the Shareholder for any such refunds or credits due the Shareholder after receipt thereof by any of Buyer or the Administrative Agent Company and the Shareholder shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer after receipt thereof by the Shareholder. (ib) receives a refund from a taxation authority in respect If an audit examination of any Indemnified Taxes federal income tax return of the Shareholder, or Other Taxes the Company for taxable periods ending on or before the Closing Date by the IRS shall result (by settlement or otherwise) in any adjustment the effect of which is to increase deductions, losses or tax credits or decrease income, gains or recapture of tax credits (the "Changes") reflected on Buyer's ------- consolidated federal income tax return for any taxable periods commencing after the Closing Date, the Shareholder will notify Buyer (Buyer and the Shareholder, for the purposes of this subsection 12.03(b), shall be deemed to include, where appropriate, the consolidated group for federal income tax purposes of which such party is a member) and provide it with respect to which all necessary information so that it can reflect on the Borrower has paid additional amounts hereunder Tax Returns of Buyer or (ii) claims the Company any credit or other appropriate Changes. If as a result of such Changes, Buyer enjoys a net federal income tax benefit (such credit to the federal income tax for purposes of this Agreement, shall include any the alternative minimum tax) from an increase in any foreign deductions, losses or tax creditcredits and/or a decrease in the income, gains or recapture of tax credits (after taking into account the deferral of, or decrease in, deductions, losses or tax credits, or acceleration of, or increase in, income, gain or recapture of tax credits suffered by Buyer as a result in such Changes) ("Buyer Benefits") for all -------------- taxable periods commencing after the Closing Date, Buyer shall promptly make payments to the Shareholder as and when Buyer realizes such Buyer Benefits. For purposes of this subsection 12.03(b), if a net operating loss of Buyer is increased as a result of the use of Buyer Benefits, Buyer shall be deemed to have realized Buyer Benefits in an amount equal to forty one percent (41%) of such increase. Such Buyer Benefits will be claimed (in a manner to be determined by Buyer in Buyer's reasonable judgment) on the appropriate federal income tax returns commencing with respect to any Taxes or Other Taxes for which its next federal income tax return after it has received all necessary information from the Shareholder, or in amended returns or claims for refund filed within a reasonable period of time after Buyer receives all necessary information. In addition, if Buyer unreasonably fails to claim such Buyer Benefits as described in this paragraph, Buyer shall be liable to the Shareholder for the amount it would have been indemnified required to pay to the Shareholder under this subsection 12.03(b) if such Buyer Benefits had been claimed by Buyer. (c) If an audit examination of any federal income tax return of Buyer, or the Company for taxable periods commencing after the Closing Date by the Borrower IRS shall result (by settlement or otherwise) in any Change reflected on Shareholder's consolidated federal income tax return for any taxable periods ending on or before the Closing Date, Buyer will notify the Shareholder and provide it with respect to which all necessary information so that it can reflect on the Borrower has paid additional amounts hereunder which refundTax Returns of the Shareholder or the Company any appropriate Changes. If as a result of such Changes, credit or other the Shareholder enjoys a net federal income tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the sole judgment income, gains or recapture of tax credits (after taking into account the deferral of, or decrease in deductions, losses or tax credits, or acceleration of, or increase in, income, gain or recapture of tax credits suffered by the Shareholder as a result of such Lender Changes) ("Shareholder Benefits") for all --------------------- taxable periods ending on or before the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paidClosing Date, such Lender or the Administrative Agent Shareholder shall promptly pay over make payments to Buyer as and when the Borrower Shareholder realizes such Shareholder Benefits. For purposes of this subsection 12.03(c), if a net operating loss of Shareholder is increased as a result of the use of Shareholder Benefits, Shareholder shall be deemed to have realized Shareholder Benefits in an amount equal to forty one percent (41%) of such increase. Such Shareholder Benefits will be claimed (in a manner to be determined by the Shareholder in the Shareholder's reasonable judgment) on the appropriate federal income tax returns commencing with its next federal income tax return, after it has received all necessary information from Buyer, or in amended returns or claims for refund filed within a reasonable period of time after the Shareholder receives all necessary information. In addition, if the Shareholder unreasonably fails to claim such Shareholder Benefits as described in this paragraph, the Shareholder shall be liable to Buyer for the amount of it would have been required to pay to Buyer under this subsection 12.03(c) if such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, Shareholder Benefits had been claimed by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionShareholder.

Refunds or Credits. If any Lender or the Administrative Agent ------------------- (i) receives a refund from a taxation authority in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that -------- ------- (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.other

Refunds or Credits. If any Lender or the Administrative Agent receives (i) receives a refund from a taxation authority in respect of any Indemnified Taxes tax for which it has been indemnified by a Credit Party or Other Taxes with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01 or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit, but net of any additional net income tax payable with respect to amounts paid by the Borrower pursuant to this Section 3.01, adjusted for any savings in net income tax resulting from the payment or accrual of payments made or to be made by the Lender or Agent pursuant to this Section 3.01(g)) with respect to any Taxes or Other Taxes tax for which it has been indemnified by the Borrower and a Credit Party or with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01, which refund, refund or credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax indemnified tax or Other Tax paidadditional amounts, such Lender or the Administrative Agent shall promptly (within 30 days from the date of such receipt) pay over to the Borrower such Credit Party the amount of such refund, refund or credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party with respect to the Indemnified Taxes or Other Taxes tax giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, refund or credit so as to leave such Lender or other Agent in no worse position than it would have been in had the tax benefitgiving rise to such refund or credit not been incurred; provided, however, that (i) the Borrower agrees to each Credit Party shall repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower such Credit Party (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, refund or credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, refund or credit or other tax benefit and (iii) the Borrower no Credit Party shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section 3.01 or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionSection 3.01.

Refunds or Credits. If any Lender or the Administrative Agent ------------------ (i) receives a refund from a taxation authority in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that -------- ------- (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.