Common use of Refunds Clause in Contracts

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to the Borrower an amount equal Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender or such Issuing Lender and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) that the BorrowerLoan Party, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the Borrower Loan Party, any of its Subsidiaries or any other Person.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, Creditor Party (including a transferee) determines in its sole and absolute discretion, discretion that it has received is entitled to claim a refund from a Governmental Authority in respect of any Covered Taxes as to which it has been indemnified by the Borrower or Other Taxes with respect to which any of the Borrower Borrowers or Guarantors has paid additional amounts pursuant to this Section 5.06Section, it shall pay will promptly notify the applicable Borrower or Guarantor of the availability of such refund claim and shall, within twenty (20) days after receipt of a written request by such Borrower or Guarantor, make a claim to the Borrower an amount equal to Governmental Authority for such refund, net of all out-of-pocket expenses refund at such Borrower’s or Guarantor’s expense. If any Creditor Party receives a refund (including Taxesa refund made pursuant to the preceding sentence) incurred by the Senior Facility Agent, Swing Line Lenderin respect of any Covered Taxes or Other Taxes with respect to which a Borrower or Guarantor has paid additional amounts pursuant to this Section, such Senior Issuing Bank Creditor Party shall within ten (10) Business Days from the date of the receipt pay over such refund (solely to the extent of such Borrower’s or such Senior LenderGuarantor’s payment, as the case may be, and without interest (other than plus a pro rata portion of any interest paid by the relevant Government Governmental Authority with respect to such refund)) to such Borrower or Guarantor, provided thatnet of all out of pocket expenses of such Creditor Party incurred in connection with obtaining such refund, (i) the Borrowerincluding reasonable attorneys fees; provided, however, that such Borrower or Guarantor, upon the request of the Senior Facility Agentsuch Creditor Party, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the such Borrower or Guarantor (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender applicable Creditor Party in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender Creditor Party is required to repay such refund to such Government Governmental Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender Creditor Party to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the Borrower a Borrower, a Guarantor or any other Person. Notwithstanding anything to the contrary, in no event will any Creditor Party be required to pay any amount under this Section the payment of which would place such Creditor Party in a less favorable net after-tax position than such Creditor Party would have been in if the additional amounts giving rise to such refund of any Covered Taxes or Other Taxes had never been paid.

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to the Borrower an amount equal Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender or such Issuing Lender and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) that the BorrowerLoan Party, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the Borrower Loan Party, any of its Subsidiaries or any other Person.

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to such Loan Party (but only to the Borrower an amount equal extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) the Borrowerthat such Loan Party, upon the request of the Senior Facility Administrative Agent, Swing Line such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender in the event the Senior Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower a Loan Party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower any Loan Party or any other Person.

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to such Loan Party (but only to the Borrower an amount equal extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) the Borrowerthat such Loan Party, upon the request of the Senior Facility Administrative Agent, Swing Line such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender in the event the Senior Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower a Loan Party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower any Loan Party or any other Person.

Refunds. If the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender in the event the Senior Commercial Banks Facility Agent, the Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender in a less favorable net after-Tax position than such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender 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 subsection shall not be construed to require the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Revolving Agent or any Senior a Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has Loan Parties have paid additional amounts pursuant to this Section 5.0616, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower an amount equal on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility of Agent, Swing Line Lender, such Senior Issuing Bank Revolving Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government applicable Governmental Authority with respect to such a refund); provided, provided that, (i) that the BorrowerLoan Parties, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Revolving Agent or such Senior Lender (as the case may be)Xxxxxx, shall agrees to repay the amount paid over to the Borrower Loan Parties (plus any penalties, interest or other charges charges, imposed by the relevant Government applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent, Revolving Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Revolving Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Revolving Agent or such Senior Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything in this Agreement to the contrary, and (ii) in no event will such Senior Facility this Section 16 shall not be construed to require Agent, Swing Line LenderRevolving Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent, Senior Issuing Bank Revolving Agent or Senior any Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h)16.4, the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Revolving Agent or Senior such Lender (or their Affiliates) in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Person 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified by the any Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower an amount equal under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) the that such Borrower, upon the request of the Senior Facility Administrative Agent, Swing Line such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender in the event the Senior Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender is required by applicable laws or court order to repay such refund to such Government Governmental Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax tax returns (or any other information relating to its Taxes that taxes which it deems confidentialconfidential or proprietary) to the any Borrower or any other Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.

Refunds. If the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender in the event the Senior Commercial Banks Facility Agent, the Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender in a less favorable net after-Tax position than such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender 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 subsection shall not be construed to require the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Seller Parent shall be entitled to retain, or receive immediate payment from Purchaser or any of its Subsidiaries or Affiliates (including the Senior Facility Agent, Swing Line LenderConveyed Subsidiaries and Subsidiaries thereof) with respect to, any Senior Issuing Bank refund, credit or other similar benefit received or realized with respect to Taxes attributable to any Conveyed Subsidiary (and Subsidiaries thereof), the Purchased Assets or the Business for any Pre-Closing Tax Period (to the extent such Taxes were paid by Seller Parent or any Senior Lender determinesof its Affiliates (excluding after the Closing the Conveyed Subsidiaries and their Subsidiaries)), in including any such amounts arising by reason of amended Tax Returns filed after the Closing Date, net of any cost to Purchaser or any of its sole Subsidiaries or Affiliates attributable to the obtaining and absolute discretionreceipt of such refund, credit or other similar benefit; provided, however, that it has received Seller Parent shall not be entitled to any refund, credit or other similar benefit to the extent such refund, credit or other similar benefit (i) arises as the result of a carryback of a loss or other Tax benefit from a Post-Closing Tax Period or (ii) was included as an asset in the Final Closing Statement. In connection with the foregoing, if Seller Parent determines that any of the Conveyed Subsidiaries (or Subsidiaries thereof) is entitled to file or make a formal or informal claim for a refund of any Taxes as to which it has been indemnified (including by the Borrower or filing an amended Tax Return) with respect to which a Pre-Closing Tax Period, Seller Parent shall be entitled to file or make, or to request that Purchaser cause the Borrower has paid additional amounts pursuant applicable Conveyed Subsidiary (or Subsidiary thereof) to this Section 5.06file or make, it shall pay to the Borrower an amount equal to such formal or informal claim for refund, net and Seller Parent shall be entitled to control the prosecution of all out-of-pocket expenses (including Taxes) incurred such claim for refund at its own expense, in which case Purchaser shall have the same rights with respect to Seller Parent’s control of such claim as if the claim were governed by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may beSection 6.6(f)(ii). Purchaser shall cooperate, and without interest (other than interest paid by cause the relevant Government Authority Conveyed Subsidiaries and their Subsidiaries to cooperate, with respect to such claim for refund, and shall pay, or cause the relevant Conveyed Subsidiary (or Subsidiary thereof) to pay, to Seller Parent the amount (including interest) of any related refund, credit or other similar benefit received or realized by Purchaser or any Affiliate thereof (including any Conveyed Subsidiary or Subsidiary thereof), provided that, (i) the Borrower, upon the request net of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank any cost to Purchaser or such Senior Lender (as the case may be), shall repay the amount paid over any of its Subsidiaries or Affiliates attributable to the Borrower (plus any penaltiesobtaining and receipt of such refund, interest credit or other charges imposed by similar benefit, within five (5) days of receipt (or realization) thereof. Purchaser and the relevant Government Authority) Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Seller Parent with respect to, any refund, credit or other similar benefit received or realized with respect to Taxes attributable to any Conveyed Subsidiary or Subsidiary thereof, Purchased Assets or the Business for a Post-Closing Tax Period, net of any cost to Seller Parent or any of its Subsidiaries or Affiliates attributable to the Senior Facility Agentobtaining and receipt of such refund, Swing Line Lendercredit or other similar benefit. Purchaser and Seller Parent shall equitably apportion any refund, such Senior Issuing Bank credit or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank other similar benefit received or such Senior Lender is required realized with respect to repay such refund Taxes attributable to such Government Authority, and any Conveyed Subsidiary (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(hSubsidiary thereof), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Purchased Assets or Senior Lender the Business for a Straddle Period in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been manner consistent with the principles set forth 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other PersonSection 6.6(e)(iii).

Refunds. If Seller Parent shall be entitled to retain, or receive immediate payment from Purchaser or any of its Subsidiaries or Affiliates (including the Senior Facility Agent, Swing Line LenderConveyed Subsidiaries and Subsidiaries thereof) with respect to, any Senior Issuing Bank refund, credit or other similar benefit received or realized with respect to Taxes attributable to any Conveyed Subsidiary (and Subsidiaries thereof), the Purchased Assets or the Business for any Pre-Closing Tax Period (to the extent such Taxes were paid by Seller Parent or any Senior Lender determinesof its Affiliates (excluding after the Closing the Conveyed Subsidiaries and their Subsidiaries)), in including any such amounts arising by reason of amended Tax Returns filed after the Closing Date, net of any cost to Purchaser or any of its sole Subsidiaries or Affiliates attributable to the obtaining and absolute discretionreceipt of such refund, credit or other similar benefit; provided, however, that it has received Seller Parent shall not be entitled to any refund, credit or other similar benefit to the extent such refund, credit or other similar benefit (i) arises as the result of a carryback of a loss or other Tax benefit from a Post-Closing Tax Period or (ii) was included as an asset in the Final Closing Statement. In connection with the foregoing, if Seller Parent determines that any of the Conveyed Subsidiaries (or Subsidiaries thereof) is entitled to file or make a formal or informal claim for a refund of any Taxes as to which it has been indemnified (including by the Borrower or filing an amended Tax Return) with respect to which a Pre-Closing Tax Period, Seller Parent shall be entitled to file or make, or to request that Purchaser cause the Borrower has paid additional amounts pursuant applicable Conveyed Subsidiary (or Subsidiary thereof) to this Section 5.06file or make, it shall pay to the Borrower an amount equal to such formal or informal claim for refund, net and Seller Parent shall be entitled to control the prosecution of all out-of-pocket expenses (including Taxes) incurred such claim for refund at its own expense, in which case Purchaser shall have the same rights with respect to Seller Parent’s control of such claim as if the claim were governed by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may beSection 6.6(f)(ii). Purchaser shall cooperate, and without interest (other than interest paid by cause the relevant Government Authority Conveyed Subsidiaries and their Subsidiaries to cooperate, with respect to such claim for refund, and shall pay, or cause the relevant Conveyed Subsidiary (or Subsidiary thereof) to pay, to Seller Parent the amount (including interest) of any related refund, credit or other similar benefit received or realized by Purchaser or any Affiliate thereof (including any Conveyed Subsidiary or Subsidiary thereof), provided that, (i) the Borrower, upon the request net of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank any cost to Purchaser or such Senior Lender (as the case may be), shall repay the amount paid over any of its Subsidiaries or Affiliates attributable to the Borrower (plus any penaltiesobtaining and receipt of such refund, interest credit or other charges imposed by similar benefit, within five (5) days of receipt (or realization) thereof. Purchaser and the relevant Government Authority) Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Seller Parent with respect to, any refund, credit or other similar benefit received or realized with respect to Taxes attributable to any Conveyed Subsidiary or Subsidiary thereof, Purchased Assets or the Business for a Post-Closing Tax Period, net of any cost to Seller Parent or any of its Subsidiaries or Affiliates attributable to the Senior Facility Agentobtaining and receipt of such refund, Swing Line Lendercredit or other similar benefit. Purchaser and Seller Parent shall equitably apportion any refund, such Senior Issuing Bank credit or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank other similar benefit received or such Senior Lender is required realized with respect to repay such refund Taxes attributable to such Government Authority, and any Conveyed Subsidiary (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(hSubsidiary thereof), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Purchased Assets or Senior Lender the Business for a Straddle Period in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been manner consistent with the principles set forth 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 paidSection 6.6(e)(iii). This subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.101

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior a Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has Borrowersthe Loan Parties have paid additional amounts pursuant to this Section 5.0616, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowersthe Administrative Borrower on behalf of the Loan Parties (but only to the Borrower an amount equal extent of payments made, or additional amounts paid, by Borrowersthe Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank of Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government applicable Governmental Authority with respect to such a refund); provided, provided that, (i) the Borrowerthat Borrowersthe Loan Parties, upon the request of the Senior Facility Agent, Swing Line Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Borrowersthe Loan Parties (plus any penalties, interest or other charges charges, imposed by the relevant Government applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything in this Agreement to the contrary, and this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (iior any other information which it deems confidential) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank to any Borrower or Senior any other PersonLoan Parties or any other Person or require Agent or any Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h)16.4, the payment of which would place Agent or such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Lender (or Senior Lender their Affiliates) in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Person 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower (other than Excluded Taxes) are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid is required to make any additional amounts pursuant payment to this the Agent or any Lender under Section 5.066.3(a)(i), and if the Agent or such Lender is entitled to a cash refund or to a credit which is applied against Taxes otherwise payable in the applicable taxation year of the Agent or such Lender and in either case which is both identifiable and quantifiable by the Agent or such Lender as being attributable to the imposition of such Taxes (a "Tax Refund"), and such Tax Refund may be obtained without increased liability to the Agent or such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the "Forms"), then the Agent or such Lender shall within a reasonable time after receiving a written request from the Borrower (which request shall specify in reasonable detail the Forms to be filed and explain the actions necessary to obtain such Tax Refund), file such Forms. If the Agent or such Lender subsequently receives a Tax Refund, and the Agent or such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the Tax with respect to which such additional payment was made, then the Agent or such Lender shall reimburse the Borrower such amount as the Agent or such Lender shall determine acting in good faith to be the proportion of the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave the Agent or such Lender after the reimbursement in the same position as it shall pay would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by the Agent or a Lender to the Borrower an is subsequently disallowed, the Borrower shall repay the Agent or such Lender such amount equal (together with interest and any applicable penalty payable by the Agent or such Lender to the relevant taxing authority) promptly after receipt of notice by the Agent or such refund, net Lender of all such disallowance. The Borrower agrees to reimburse the Agent or such Lender for the reasonable out-of-pocket expenses (including Taxes) of the Agent or such Lender, if any, incurred in complying with any request hereunder and agrees that all costs incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender, as the case Lender in respect of this Section 6.3(c) may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay be deducted from the amount paid over of any reimbursement to the Borrower (plus in respect of any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h6.3(c), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.; and

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid a Loan Party is required to make any additional amounts pursuant payment to any Lender under this Section 5.066.3, it shall pay and if such Lender is entitled to a refund (or a credit in lieu of a refund) which is both identifiable and quantifiable by such Lender as being attributable to the Borrower an amount equal imposition of such Taxes (a “Tax Refund”), and such Tax Refund may be obtained without increased liability to such refundLender by filing one or more forms, net certificates, documents, applications or returns (collectively, the “Forms”), then such Lender shall within a reasonable time after receiving a written request from such Loan Party (which request shall specify in reasonable detail the Forms to be filed and explain the actions necessary to obtain such Tax Refund), file such Forms. If such Lender subsequently receives a Tax Refund, and such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the tax with respect to which such additional payment was made, then such Lender shall reimburse the applicable Loan Party such amount as such Lender shall determine acting in good faith to be the proportion of all the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave such Lender after the reimbursement in the same position as it would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by a Lender to a Loan Party is subsequently disallowed, such Loan Party shall repay such Lender such amount (together with interest and any applicable penalty payable by such Lender to the relevant taxing authority) promptly after receipt of notice by such Lender of such disallowance. Each Loan Party agrees to reimburse each such Lender for such Lender’s reasonable out-of-pocket expenses (including Taxes) expenses, if any, incurred in complying with any request hereunder and agrees that all costs incurred by such Lender in respect of this Section 6.3 may be deducted from the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect amount of any reimbursement to such refund), provided that, (i) the Borrower, upon the request Loan Party in respect of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person6.3.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, Creditor Party (including a transferee) determines in its sole and absolute discretion, discretion that it has received is entitled to claim a refund from a Governmental Authority in respect of any Covered Taxes as to which it has been indemnified by the Borrower or Other Taxes with respect to which any of the Borrower Borrowers or Guarantors has paid additional amounts pursuant to this Section 5.06Section, it shall pay will promptly notify the applicable Borrower or Guarantor of the availability of such refund claim and shall, within twenty (20) days after receipt of a written request by such Borrower or Guarantor, make a claim to the Borrower an amount equal to Governmental Authority for such refund, net of all out-of-pocket expenses refund at such Borrower's or Guarantor's expense. If any Creditor Party receives a refund (including Taxesa refund made pursuant to the preceding sentence) incurred by the Senior Facility Agent, Swing Line Lenderin respect of any Covered Taxes or Other Taxes with respect to which a Borrower or Guarantor has paid additional amounts pursuant to this Section, such Senior Issuing Bank Creditor Party shall within ten (10) Business Days from the date of the receipt pay over such refund (solely to the extent of such Borrower's or such Senior LenderGuarantor's payment, as the case may be, and without interest (other than plus a pro rata portion of any interest paid by the relevant Government Governmental Authority with respect to such refund)) to such Borrower or Guarantor, provided thatnet of all out of pocket expenses of such Creditor Party incurred in connection with obtaining such refund, (i) the Borrowerincluding reasonable attorneys fees; provided, however, that such Borrower or Guarantor, upon the request of the Senior Facility Agentsuch Creditor Party, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the such Borrower or Guarantor (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender applicable Creditor Party in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender Creditor Party is required to repay such refund to such Government Governmental Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender Creditor Party to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the Borrower a Borrower, a Guarantor or any other Person. Notwithstanding anything to the contrary, in no event will any Creditor Party be required to pay any amount under this Section the payment of which would place such Creditor Party in a less favorable net after-tax position than such Creditor Party would have been in if the additional amounts giving rise to such refund of any Covered Taxes or Other Taxes had never been paid.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Lender determines, in its sole and absolute discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.065.09, it shall pay over such refund (or the amount of any credit in lieu of refund) to the Borrower an amount equal (but only to such refundthe extent of indemnity payments made, or additional amounts paid, by the Borrower under Section 5.09, net of all out-of-of- pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior the relevant Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Authority Official Body with respect to such refund or credit in lieu of refund)), provided that, (i) that the Borrower, upon the request of the Senior Facility Agent, Swing Line Agent or the relevant Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penaltiesinterest, interest penalties or other charges imposed by the relevant Government AuthorityOfficial Body) to if the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior relevant Lender is required to repay such refund or credit in lieu of refund to such Government AuthorityOfficial Body. Notwithstanding anything to the contrary in this paragraph 5.09(f), and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender the indemnified party be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph 5.09(f) the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender the indemnified party in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection Neither the Agent nor any Lender shall be obliged to disclose information regarding its tax affairs or computations to Borrower in connection with this Section 5.09(f) or any other provision of Section 5.09. Upon the Borrower’s reasonable written request, each Lender shall reasonably cooperate with the Borrower in contesting or seeking a refund of Indemnified Taxes or Other Taxes; provided that such cooperation shall not be construed to require the Senior Facility Agentrequired if, Swing Line in such Lender’s reasonable discretion, any Senior Issuing Bank or any Senior it would subject such Lender to make available its Tax returns (any material unreimbursed out-of-pocket cost or any other information relating to its Taxes that it deems confidential) expense or otherwise be materially disadvantageous to the Borrower or any other PersonLender.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank such Tax Indemnitee receives a repayment or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of all or any Taxes as to which it has been indemnified by the Borrower or part of any amount paid with respect to which the Borrower a Tax Indemnifying Party has paid additional amounts indemnified such Tax Indemnitee pursuant to this Section 5.06Schedule 7.4B (or if an amount which otherwise would have been a refund was used to offset another liability of such Tax Indemnitee (an “Applied Amount”)), it then such Tax Indemnitee shall pay to the Borrower Tax Indemnifying Party an amount equal to the sum of the amount of such refundrepayment or refund (or Amount), plus any interest received on such repayment or refund (or that would have been received if such Applied Amount had been refunded to such Tax Indemnitee) attributable to any taxes paid by Tax Indemnifying Party to or for such Tax Indemnitee net of all out-of-pocket expenses any taxes incurred on such refund or Applied Amount (including Taxesplus any tax benefit received or that would have been received by such Tax Indemnitee on account of such payment, as determined under Section 4.2(c) hereof). If such Tax Indemnitee receives an award of attorneys’ fees in a contest for which Tax Indemnifying Party has paid an allocable portion of the contest expenses, such Tax Indemnitee shall pay to Tax Indemnifying Party the same proportion of the amount of such award as the amount of such Tax Indemnitee’s attorneys’ fees paid or reimbursed by such Tax Indemnifying Party bears to the total amount of attorneys’ fees actually incurred by such Tax Indemnitee in conducting such contest, up to the Senior Facility Agent, Swing Line Lender, amount of attorneys’ fees paid or borne by such Senior Issuing Bank Tax Indemnifying Party in connection with such contest. Any subsequent disallowance or loss of such Senior Lender, refund (as a result of a redetermination of the case may be, and without interest (other than interest paid claim giving rise to such payment by the relevant Government Authority such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such refund), provided that, (iclaim) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (shall be treated as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax loss subject to indemnification and giving rise under this Schedule 7.4B without regard 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other PersonSection 3.3 hereof.

Refunds. If Any refunds of Taxes (together with any interest with respect thereto) paid to or in respect of the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Company or any Senior Lender determinesSubsidiary and that (i) relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Seller, other than any refunds or credits reflected as an asset in its sole the determination of Net Working Capital and absolute discretion, that it has received a refund of taken into account in computing any Taxes as adjustment to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts Purchase Price pursuant to this Section 5.06, it 1.2 and (ii) relate to Tax periods or portions thereof beginning on the day after the Closing Date shall pay to be for the Borrower an amount equal to such refund, net account of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Buyer. Buyer or such Senior LenderSeller, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect shall pay over to such refund)Seller or Buyer, provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay any such refund or the amount paid over to the Borrower of any such credit (plus in each case, together with any penaltiesinterest with respect thereto) within fifteen (15) days after receipt thereof; provided, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agenthowever, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, that Buyer and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Seller shall not be required to pay any amount to the Borrower other party to the extent of any amounts for which Buyer or Seller has claimed indemnification pursuant to Section 4.2 hereof and for which the other party has not yet indemnified the party making such indemnification claim; further provided, however, that any amounts in excess of such unpaid but claimed indemnification amount shall be due and payable. Any refunds or credits of Taxes (together with any interest with respect thereto) of the Company or any Subsidiary for any period beginning before but ending after the Closing Date shall be equitably apportioned between Seller and Buyer. Buyer shall, if Seller so requests and at Seller’s expense, prepare, execute and file any claims for refunds or credits, or cause the Company or any Subsidiary to prepare, execute and file any claims for refunds or credits, to which Seller is entitled under this Section 5.06(h)4.3 so long as such actions do not have an adverse effect on Buyer, the payment Company or any Subsidiary. Seller shall reimburse, indemnify and hold harmless each of which would place such Senior Facility Agentthe Buyer, Swing Line Lenderthe Company and each Subsidiary for, Senior Issuing Bank from and against any and all liabilities for or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 paidTaxes arising with respect to any refunds or credits. This subsection Buyer shall not be construed to require prepare, execute and file any claims for refunds or credits, or cause the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Company or any Senior Lender Subsidiary to make available its Tax returns (prepare, execute and file any claims for refunds or credits, to which Buyer is entitled under this Section 4.3 so long as such actions would have an adverse effect on Seller. Buyer shall reimburse, indemnify and hold harmless Seller for, from and against any other information relating and all liabilities for or with respect to its Taxes that it deems confidential) arising with respect to the Borrower any refunds or any other Personcredits.

Refunds. If the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior New Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior a New Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior KEXIM Facility Agent, Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, in the event the Senior KEXIM Facility Agent, the Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, is required to repay such refund to such Government Authority, and (ii) in no event will such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender in a less favorable net after-Tax position than such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender 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 subsection shall not be construed to require the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Sellers shall be entitled to retain, or receive payment from Buyer within fifteen (15) days of the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund receipt of any Taxes as Tax refunds or credits relating to which it has been indemnified by the Borrower or a Centennial Entity that were paid with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank all taxable periods ending on or such Senior Lender (as the case may be), shall repay the amount paid over prior to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government AuthorityClosing Date, and (ii) Pre-Closing Partial Periods, for that portion of such taxable period up to and including the Closing Date, except in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount each case to the Borrower pursuant extent such refund or credit arises as the result of a carryback of a loss, credit or other tax benefit arising after the Closing Date. Buyer shall, if Seller Representative so requests and at Seller Representative's expense, cause a Centennial Entity to file for and obtain any refund to which Sellers are entitled to under this Section 5.06(h9.1(d), the payment of which would place such Senior Facility Agentprovided that Seller Representative shall not file, Swing Line Lenderand Buyer shall not be obligated to file, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender to obtain any refund that would have been the effect of (x) increasing any Tax liability of a Centennial Entity or (y) otherwise materially and adversely affect any item or Tax attribute of a Centennial Entity, in if each case for any taxable period ending after the Tax subject Closing Date, without Seller Representative first obtaining Buyer's consent, which consent shall not be unreasonably withheld. Buyer shall permit Seller Representative to indemnification and giving rise to control (at the Seller Representative's expense) the prosecution of such refund had not been deductedclaim, withheld or otherwise imposed and shall cause powers of attorney authorizing Seller Representative to represent a Centennial Entity before the indemnification payments or additional amounts relevant taxing authority with respect to such Tax had never been paid. This subsection refund to be executed, provided that Seller Representative (i) shall keep Buyer informed regarding the progress and substantive aspect of any such refund and (ii) shall not compromise or settle any such refund without obtaining Buyer's consent, which consent shall not be construed unreasonably withheld, if such compromise or settlement would have the effect of (x) increasing any Tax liability of a Centennial Entity or (y) otherwise materially and adversely affect any item or Tax attribute of a Centennial Entity, in each case for any taxable period ending after the Closing Date. In the event that any refund or credit of Taxes for which a payment has been made pursuant to require this section 9.1(d) is subsequently reduced or disallowed, the Senior Facility Agent, Swing Line Lender, Sellers shall indemnify and hold Buyer harmless for any Senior Issuing Bank Taxes assessed against Buyer or any Senior Lender to make available its Tax returns (a Centennial Entity by reason of the reduction or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Persondisallowance.

Refunds. If For a full refund all cancellations must be made 7 days in advance of the reservation date. No refunds will be given after that Craft Fair Reservation Saturday, October 21, 2019 DONATION: NAME OF ORGANIZATION: CONTACT PERSON: CONTACT PHONE NUMBER: CELL NUMBER: ADDRESS: CITY: ZIP: EMAIL ADDRESS: DESCRIPTION OF SERVICE Applicant hereby acknowledges that he/she understands, and will comply with all rules pertaining to use of the Joslyn Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Center facilities. Applicant hereby assumes all responsibility to leave the facility in as neat and clean condition as found. No alcohol is to be provided or any Senior Lender determinesserved on City of Redlands premises. All payments and deposits are due, in its sole and absolute discretionfull, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay two weeks prior to the Borrower an amount equal event date in order to such refund, net of all out-of-pocket expenses (including Taxes) incurred by secure the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request reservation. All cancellations must be made 14 days in advance of the Senior Facility Agentreservation date. All refunds, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be)ex- cept cleaning deposit, shall repay be subject to a ten percent (10%) administrative fee. Time used in excess of the amount paid over rental agreement may be deducted from the reservation deposit. The cleaning fee will be reduced by $20.00 per hour for staff clean-up. Applicant agrees to hold harmless and indemnify the City of Redlands, California, from any and all liabil- ity, except for that liability arising as a result to the Borrower (plus sole negligence of the City, For the injury to persons of property occurring as a result of this activity and agrees to be liable to said City for any penaltiesand all damages to any room, interest equipment and/or furniture owned or other charges imposed by the relevant Government Authority) controlled to the Senior Facility AgentCity, Swing Line Lender, such Senior Issuing Bank or such Senior Lender which results from the activity of permittee for is caused by a participant in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender said activity. Applicant acknowledges that this reservation is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax subject to indemnification immediate cancellation by any Police Officer or agent of the City of Redlands upon determination of a violation of the Redlands Municipal Code or in times of declared emergencies. I/We agree to abide by and giving rise to such refund had not been deducted, withheld or otherwise imposed enforce the rules and regulations of the indemnification payments or additional amounts with respect to such Tax had never been paidCity of Redlands and verify that I/We have read the above rules and regulations. This subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person._ _ _ _ _ _ _ _ _ _ _ _ _ __ Applicant Signature / Date OFFICE USE ONLY

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower (other than Excluded Taxes) are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid is required to make any additional amounts pursuant payment to this the Agent or any Lender under Section 5.066.3(a)(i), and if the Agent or such Lender is entitled to a cash refund or to a credit which is applied against Taxes otherwise payable in the applicable taxation year of the Agent or such Lender and in either case which is both identifiable and quantifiable by the Agent or such Lender as being attributable to the imposition of such Taxes (a "Tax Refund"), and such Tax Refund may be obtained without increased liability to the Agent or such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the "Forms"), then the Agent or such Lender shall within a reasonable time after receiving a written request from the Borrower (which request shall specify in reasonable detail the Forms to be filed and explain the actions necessary to obtain such Tax Refund), file such Forms. If the Agent or such Lender subsequently receives a Tax Refund, and the Agent or such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the Tax with respect to which such additional payment was made, then the Agent or such Lender shall reimburse the Borrower such amount as the Agent or such Lender shall determine acting in good faith to be the proportion of the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave the Agent or such Lender after the reimbursement in the same position as it shall pay would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by the Agent or a Lender to the Borrower an is subsequently disallowed, the Borrower shall repay the Agent or such Lender such amount equal (together with interest and any applicable penalty payable by the Agent or such Lender to the relevant taxing authority) promptly after receipt of notice by the Agent or such refund, net Lender of all such disallowance. The Borrower agrees to reimburse the Agent or such Lender for the reasonable out-of-pocket expenses (including Taxes) of the Agent or such Lender, if any, incurred in complying with any request hereunder and agrees that all costs incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender, as the case Lender in respect of this Section 6.3(d) may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay be deducted from the amount paid over of any reimbursement to the Borrower (plus in respect of any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h6.3(d), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.;

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to the Borrower an amount equal Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender or such Issuing Lender and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) that the BorrowerLoan Party, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the Borrower Loan Party, any of its Subsidiaries or any other Person.

Refunds. In the event that you decide to return goods to a Merchant, which have been purchased by using MOBYPAY, and request a refund, or a return and refund have been accepted by the Merchant or otherwise permitted by law, you shall directly arrange the return with the Merchant, and ensure that the goods are returned according to the Merchant’s return policy and/or regulations and/or other instructions or your rights in law. It is your sole responsibility to notify the Merchant if you intend to return any goods. The return shall be completed within the period specified and in the manner required by the Merchant’s return policy and/or regulations or as otherwise permitted by the Merchant. Save and except where Moby Money has been notified by a Merchant that a return and refund is in progress and approved, Moby Money shall continue to process any automatic payments in accordance with the dates as set forth in your Payment Schedule annexed herein. Until and unless the Merchant has confirmed the return of the goods and has issued a refund to Moby Money for the said goods, you shall remain liable to Moby Money for the full payment of the goods, in accordance with your Payment Schedule as annexed herein. Upon the Merchant issuing a full refund to Moby Money for the said goods, Moby Money shall issue a refund to your nominated Payment Method (or, if that is not possible, to any other card that you have provided details of) and/or adjust your Payment Schedule appropriately (including to reduce or to cancel any future payments, if necessary). Do take note that in the event of partial refunds, refund amounts are to be first taken off the last payment(s). If the Senior Facility Agentrefund is processed to your expired or cancelled card, Swing Line Lenderyou will have to obtain the refunded amount by contacting your respective financial institution. The aforesaid situation shall be illustrated as follows: If you make a RM600 purchase by using MOBYPAY and the Merchant approves a RM300 refund, any Senior Issuing Bank or any Senior Lender determinesMoby Money shall cancel your 3rd instalment of RM200, in its sole and absolute discretionamend your 2nd instalment to RM100. Your new Payment Schedule will become 2 payments (instead of 3) of RM200 & RM100. If you had already paid 2 instalments of RM200 each, that it has received a refund of any Taxes as RM100 would be applied to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed your card and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not remaining 1 instalment would be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Personcancelled.

Refunds. Except for refunds or credits resulting from a carryback of an item from a Buyer Year (which shall be for the account of Buyer and the Acquired Group), any refunds or credits of Taxes of PFMI, the Company and the Subsidiaries for any Seller Year shall be for the account of the Shareholders. Any refunds or credits of Taxes of PFMI, the Company and the Subsidiaries for any Buyer Year shall be for the account of Buyer and the Acquired Group. If the Senior Facility Shareholders pay on, before or after the Closing Date, or cause the Company or its Subsidiaries to accrue on or before the Closing Date in the Final Working Capital, Taxes for any Straddle Period in excess of the amount ultimately determined to be due for the portion of such Straddle Period ending on the Closing Date and Buyer or the Acquired Group obtain the benefit by refund credit or otherwise of such excess payment, Buyer shall promptly refund such excess to Shareholders Agent. If Shareholders Agent so requests and at Shareholders Agent's expense, the Acquired Group will file for and obtain any refunds or credits to which Shareholders are entitled under this Section 2(c). Buyer and the Acquired Group shall reasonably permit Shareholders Agent to control the prosecution of any such refund claim and, where deemed appropriate by Shareholders Agent, Swing Line Lendershall cause PFMI, any Senior Issuing Bank the Company or any Senior Lender determinesSubsidiary to authorize by appropriate powers of attorney such Persons reasonably satisfactory to Buyer and the Acquired Group as Shareholders Agent shall designate to represent the Buyer and the Acquired Group with respect to such refund claim, provided that Buyer and the Acquired Group may participate in any such proceeding at its sole own expense. Notwithstanding the foregoing, Shareholders Agent may not settle or otherwise resolve any refund claim that could affect the Tax liability of Buyer or the Acquired Group for periods ending after the Closing Date without their consent (such consent not to be unreasonably withheld). Buyer and absolute discretionAcquired Group shall pay to Shareholders Agent for the benefit of the Shareholders any such refund due Shareholders within 10 days after the refund is received, provided, however, that it has received a any refund paid to Shareholders shall be net of any Taxes payable thereon by Buyer or the Acquired Group, and provided further that no refund shall be paid to the extent such amount was recorded as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts an asset in Closing Working Capital. Shareholders and Buyer shall treat any payments that Shareholders shall receive pursuant to this Section 5.06, it shall pay 3(c) as an adjustment to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-purchase price for Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Personpurposes.

Refunds. If The amount of any refund of Taxes, including any interest received from a Tax Authority thereon, for a Pre-Closing Tax Period received within five (5) years following the Senior Facility AgentClosing Date, Swing Line Lenderother than any refunds that are (a) attributable to a loss, credit or other Tax attribute arising in periods beginning after the Closing Date, (b) included on the Final Closing Statement, or (c) refunds of Taxes paid by Parent or its Affiliates (including the 65 Company and its Subsidiaries) post-Closing that are not indemnified under this Article VI or Article VIII shall be for the account of the Holders; provided that (i) prior to the termination of the escrow pursuant to the Escrow Agreement, any Senior Issuing Bank such refund shall be paid to the Escrow Agent to be held as part of the escrow and available to satisfy any indemnity obligations under this Article VI or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund Article VIII to the extent of any Tax-related Losses that have been paid out of the Indemnity Escrow Fund as of the date such refund is received, and (ii) the amount of such refund that is for the benefit of the Holders shall be reduced by any costs incurred in connection with the refund (including professional fees and any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay relating to the Borrower an amount equal receipt or right to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to receive such refund), provided that, such costs were not incurred by Buyer or the relevant Acquired Company as part of the preparation and filing of Tax Returns (iother than the claim for such refund) in the Borrower, ordinary course. Promptly upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns Surviving Corporation’s (or any other information relating of its Affiliates’) receipt of any such refund, Parent shall pay over, by wire transfer of immediately available funds, any such refund, including any interest thereon provided by the applicable Tax Authority, to its Taxes that it deems confidential) Exchange Agent for distribution to the Borrower Holders; provided that Parent may retain any amounts it is otherwise then due from the Holders under Article VIII. If, subsequent to a Tax Authority’s allowance of a refund, such Tax Authority reduces or eliminates such refund, such refund (or the relevant portion thereof), plus any other Personinterest received thereon, previously paid to the Holders shall be returned to Parent within ten (10) Business Days of the date on which Parent is informed of such reduction or elimination.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior a Lender determines, in its sole and absolute discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has Credit Parties have paid additional amounts pursuant to this Section 5.065.04, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Borrower an amount equal Company on behalf of the Credit Parties (but only to the extent of payments made, or additional amounts paid, by the Credit Parties under this Section 5.04 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government applicable Governmental Authority with respect to such a refund); provided, provided that, (i) that the BorrowerCredit Parties, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Credit Parties (plus any penalties, interest or other charges charges, imposed by the relevant Government applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of the Administrative Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything in this Agreement to the contrary, and this Section 5.04 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (iior any other information which it deems confidential) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank to Credit Parties or Senior any other Person or require the Administrative Agent or any Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h5.04(d), the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Lender (or Senior Lender their Affiliates) in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Person 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 subsection shall not be construed to require (e) For purposes of this Section, the Senior Facility Agent, Swing Line term “Lender, ” includes any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to and the Borrower or any other Personterm “applicable law” includes FATCA. SECTION 6.

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior Lender or the Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.065.9 [Taxes], it shall pay over such refund (or the amount of any credit in lieu of refund) to the Borrower an amount equal (but only to such refundthe extent of indemnity payments made, or additional amounts paid, by the Borrower under Section 5.9, net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior the relevant Lender or the Issuing Bank or such Senior Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Authority Official Body with respect to such refund or credit in lieu of refund), provided that, (i) that the Borrower, upon the request of the Senior Facility Administrative Agent, Swing Line relevant Lender or the Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penaltiesinterest, interest penalties or other charges imposed by the relevant Government AuthorityOfficial Body) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior relevant Lender or the Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund or credit in lieu of refund to such Government AuthorityOfficial Body. No Lender nor the Administrative Agent or the Issuing Lender shall be obliged to disclose information regarding its tax affairs or computations to Borrower in connection with this Section 5.9.6 or any other provision of Section 5.9 [Taxes]. Upon the Borrower’s reasonable written request, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior each Lender be required to pay any amount to shall reasonably cooperate with the Borrower pursuant to this Section 5.06(h), the payment in contesting or seeking a refund of which would place Indemnified Taxes or Other Taxes; provided that such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection cooperation shall not be construed to require the Senior Facility Agentrequired if, Swing Line in such Lender’s reasonable discretion, any Senior Issuing Bank or any Senior it would subject such Lender to make available its Tax returns (any material unreimbursed out-of-pocket cost or any other information relating to its Taxes that it deems confidential) expense or otherwise be materially disadvantageous to the Borrower or any other PersonLender.

Refunds. If KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender in the event the Senior Facility AgentKEXIM, the Swing Line Lender, such Senior Issuing Bank KEXIM Facility Agent or such Senior KEXIM Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender in a less favorable net after-Tax position than KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender 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 subsection shall not be construed to require KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Non-Excluded Taxes as to which it has been indemnified by the Borrower are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid is required to make any additional amounts pursuant payment to this any Lender under Section 5.066.3(a), and if such Lender is entitled to a cash refund or to a credit which is applied against Non-Excluded Taxes otherwise payable in a taxation year of a Lender and in either case which is both identifiable and quantifiable by such Lender as being attributable to the imposition of such Non-Excluded Taxes (a "Tax Refund"), and such Tax Refund may be obtained without increased liability to such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the "Forms"), then such Lender shall notify the Borrower and shall, if requested by the Borrower, file such Forms in a timely fashion. If such Lender subsequently receives a Tax Refund, and such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the Non-Excluded Tax with respect to which such additional payment was made, then such Lender shall promptly reimburse the Borrower such amount as such Lender shall determine acting reasonably and in good faith to be the proportion of the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave such Lender after the reimbursement in the same position as it shall pay would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by a Lender to the Borrower an is subsequently disallowed, the Borrower shall repay such Lender such amount equal (together with interest and, if such refund resulted from a request by the Borrower, any applicable penalty payable by such Lender to the relevant taxing authority) promptly after receipt of notice by such refund, net Lender of all such disallowance. The Borrower agrees to reimburse each such Lender for such Lender's reasonable out-of-pocket expenses (including Taxes) expenses, if any, incurred in complying with any request hereunder and agrees that all costs incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case Lender in respect of this Section 6.3(g) may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay be deducted from the amount paid over of any reimbursement to the Borrower (plus in respect of any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h6.3(g), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender in the event the Senior Facility AgentKSURE, the Swing Line Lender, such Senior Issuing Bank KSURE Covered Facility Agent or such Senior KSURE Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender in a less favorable net after-Tax position than KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender 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 subsection shall not be construed to require KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If Any refunds of Taxes (including any interest paid thereon) for Pre-Closing Tax Periods received by any of the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Acquired Entities or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or Seller with respect to which any of the Borrower has Acquired Entities or credited to any of the Acquired Entities (“Seller’s Refunds”), shall be for the benefit of Seller, and Buyer shall cause the Acquired Entities to pay over to Seller any Seller’s Refunds promptly upon receipt thereof, provided, however, a Seller’s Refund shall be for the benefit of Buyer rather than Seller and shall not be paid additional amounts pursuant to this Section 5.06Seller, it and if received by Seller or any of its Affiliates, shall pay be remitted to Buyer, to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, extent that Seller’s Refund (i) the Borrowerwas included as an asset in determining Net Working Capital, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) is attributable to the carry back of a loss or other Tax attribute from a Post-Closing Tax Period, provided that whenever possible, Buyer will elect not to carry back a loss or other Tax attribute to a Pre-Closing Tax Period, or (iii) arises from an adjustment that results in no event will an increase in Taxes, or a reduction of Tax benefits, in a Post-Closing Tax Period. In addition, subject to the limitations contained herein, if the aggregate payments of estimated Income Taxes made before the Closing Date for all Pre-Closing Tax Periods included in all Straddle Periods of all the Acquired Entities exceed the aggregate liability for Income Taxes for all Pre-Closing Tax Periods included in all Straddle Periods of all the Acquired Entities, Buyer shall pay, or cause to be paid, such Senior Facility Agentnet excess amount to Seller promptly upon receiving the benefit of such net excess amount through a reduction of any Tax payment required to be made by the Acquired Entities for Post-Closing Tax Periods. Seller shall have the right, Swing Line Lenderat its expense, Senior Issuing Bank to request that Buyer pursue any Seller’s Refund which Seller is entitled to retain hereunder (including filing amended returns and applying for competent authority or Senior Lender analogous relief), provided, however, Buyer shall not be required to pay any amount pursue Seller’s Refunds, and Seller shall not pursue, or permit to the Borrower pursuant to this Section 5.06(h)be pursued, Seller’s Refunds, if Buyer shall determine in its reasonable discretion that pursuing Seller’s Refunds will likely have an adverse effect on Buyer, the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Acquired Entities or Senior Lender its other Affiliates in a less favorable net afterPost-Closing Tax position than Period. In the case of a Seller’s Refund that is a credit to any of the Acquired Entities and that Seller is entitled to retain hereunder, Buyer shall cause such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been Acquired Entity to pay such Seller’s Refund to Seller promptly upon receipt of the benefit of such credit through a reduction in if any Tax payment required to be made by any of the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and Acquired Entities after the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other PersonClosing.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender determines, in its sole and absolute discretion, becomes aware that it has received is entitled to claim a refund from a Government Authority or other taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06Subsection 2.7B it shall promptly notify the Borrower of the availability of such refund claim and shall, within 30 days after receipt of a request by the Borrower, make a claim to such Government Authority or taxation authority for such refund at the Borrower’s expense. If the Administrative Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Subsection 2.7B, it shall pay over such refund to the Borrower an amount equal (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, provided that, (i) that the Borrower, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government AuthorityAuthority or taxation authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection paragraph shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender to make available its Tax tax returns (or any other information relating to its Taxes that taxes which it deems confidential) to the Borrower or any other Person.

Refunds. If Any refunds or credits of Taxes (including any interest thereon) received by any of the Senior Facility AgentCompanies, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or Kennecott with respect to which any of the Borrower has paid additional amounts pursuant Companies, or credited to this Section 5.06, it shall pay any of the Companies attributable to periods ending on or prior to the Borrower an amount equal Closing Date or to such refundportions of Straddle Periods ending as of the Closing Date (as determined on a closing of the books method) (“Kennecott’s Refunds”), net shall be for the benefit of all out-of-pocket expenses Kennecott, and Kennecott shall have the sole right, at its expense, to pursue any Kennecott’s Refunds (including Taxesfiling amended returns and applying for competent authority or analogous relief) incurred by and Buyer shall cause the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as Companies to pay over to Kennecott any Kennecott’s Refunds immediately upon receipt thereof. In the case may beof a Kennecott’s Refund that is a credit to any of the Companies, and without interest (other than interest paid Buyer shall cause such Kennecott entity to pay such Kennecott’s Refund to Kennecott immediately upon receipt of the benefit of such credit through a reduction in any Tax payment required to be made by any of the relevant Government Authority Companies after the Closing. In addition, if the Taxes with respect to the pre-Closing portion of a Straddle Period of any of the Companies are less than the payments previously made (or deemed made) by the Companies with respect to the pre-Closing portion of such refundStraddle Period and to the extent such difference has not previously been taken into account in determining the Post Closing Adjustments under Section 2(f), provided thatBuyer shall cause the Companies to pay to Kennecott the excess of such previous payments over such Taxes immediately upon the Companies’ receiving the benefit of such excess payments through a reduction in any Tax payment required to be made by the Companies after the Closing. Notwithstanding anything to the contrary herein, Kennecott shall not file an amended return in respect of a Tax Return other than an Income Tax Return in a manner which is inconsistent with Kennecott’s past practices unless, either (i) the Borrowersuch amended return is not disadvantageous to Buyer, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility AgentKennecott obtains Buyer’s consent, Swing Line Lender, Senior Issuing Bank or Senior Lender not to be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Personunreasonably withheld.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Claim approval and/or payments made by PUGET SOUND HEALTH PARTNERS are contingent upon receipt of complete and accurate information from Contractor and Participant. Contractor or any Senior Lender determines, in its sole and absolute discretion, that it has received a Participant will promptly refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect PUGET SOUND HEALTH PARTNERS if it is determined that PUGET SOUND HEALTH PARTNERS has accepted responsibility for payment based upon erroneous or incomplete information, if benefits are misapplied by PUGET SOUND HEALTH PARTNERS, or an Enrollee is not entitled to such refund)those benefits, provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating reason for an erroneous payment. In the event prompt refund is not made by Contractor or Participant, at PUGET SOUND HEALTH PARTNERS discretion, the amount to its Taxes be refunded may instead be offset against any future amounts due Contractor or Participant and will be clearly indicated and summarized in payment report issued with payment. Neither PUGET SOUND HEALTH PARTNERS nor Contractor nor Participant shall seek a refund or payment related to any overpayment, underpayment, nonpayment or denial of a claim more than twenty four (24) months after final adjudication of the claim, except in the case of concealment, fraud or misrepresentation. Where such a refund is requested in writing by PUGET SOUND HEALTH PARTNERS, such a request will specify why Contractor or Participant owes the refund and include supporting documentation, when applicable. Contractor or Participant may contest the request in writing to PUGET SOUND HEALTH PARTNERS within thirty (30) days of receipt in accordance with Section 7.02 Participant Dispute Resolution, of this Agreement. Failure by Contractor or Participant to contest a request within this thirty (30) day period shall result in the request being deemed to have been accepted by Contractor or Participant as due and owing. Where a request for refund is contested by Contractor or Participant, PUGET SOUND HEALTH PARTNERS may not request that it deems confidentialthe refund be paid any sooner than six (6) to months from the Borrower date of Contractor or Participant’s receipt of the request. Where such a refund is requested by Contractor or Participant, such a request must be in writing, specify why Contractor or Participant believes PUGET SOUND HEALTH PARTNERS owes the additional payment, include supporting documentation when applicable and require that the additional payment not be made any other Personsooner than six (6) months following receipt of the request. Any dispute arising out of such a request shall be handled in accordance with Section 7.02 Participant Dispute Resolution, of this Agreement.

Refunds. If the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior New Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior a New Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior KEXIM Facility Agent, Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, in the event the Senior KEXIM Facility Agent, the Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, is required to repay such refund to such Government Authority, and (ii) in no event will such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender in a less favorable net after-Tax position than such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender 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 subsection shall not be construed to require the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender in the event the Senior Facility AgentKEXIM, the Swing Line Lender, such Senior Issuing Bank KEXIM Facility Agent or such Senior KEXIM Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender in a less favorable net after-Tax position than KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender 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 subsection shall not be construed to require KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If the Senior LC Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank or any Senior LC Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.065.03, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior LC Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior LC Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior LC Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender in the event the Senior LC Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior LC Facility Administrative Agent, Swing Line Lender, the Senior Issuing Bank or Senior LC Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h5.03(g), the payment of which would place such Senior LC Facility Administrative Agent, Swing Line Lender, the Senior Issuing Bank or Senior LC Lender in a less favorable net after-Tax position than such Senior LC Facility Administrative Agent, Swing Line Lender, Senior Issuing Bank or Senior LC Lender 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 subsection shall not be construed to require the Senior LC Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank or any Senior LC Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If (i) The Sellers shall be entitled to the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund amount of any refund (or credit in lieu of a refund) with respect to Taxes as to which it has been indemnified by of any of the Borrower Group Companies for or with respect to any Pre-Closing Tax Period that is received (or, in the case of a credit in lieu of a refund, utilized against Taxes otherwise payable) by Parent or any Group Company (including, for the avoidance of doubt, refunds or overpayments of estimated Taxes for the U.S. federal income Tax year ending on the Closing Date, and including any interest paid thereon) (a “Tax Refund”), except to the extent such Tax Refund (A) arises as the result of (y) any payroll Tax Refund (or similar amount received or otherwise realized or utilized on account of COVID-19, the CARES Act, the Families First Act or any similar or related Laws or programs or (z) the carryback of net operating losses or credits from a Tax period (or portion thereof) beginning after the Closing Date or (B) was taken into account in the calculation of the Final Merger Consideration. Within fifteen (15) Business Days after receipt by Parent, the Surviving Entity or any of its Subsidiaries of any Tax Refund to which the Borrower has paid additional amounts pursuant to this Section 5.06Sellers are entitled (or in the case of a credit in lieu of a refund, it the filing of a Tax Return actually utilizing such credit), Parent or the Surviving Entity shall, or shall cause the applicable Subsidiary to, deliver and pay over, by wire transfer of immediately available funds, such Tax Refunds to the Borrower an amount equal account designated by the Representative (for the benefit of the Sellers) for distribution to such refundthe Sellers, net of all out-of-pocket any costs, expenses and Taxes incurred by or imposed on Parent or its Affiliates (including Taxesthe Surviving Entity and its Subsidiaries) incurred in obtaining, receiving or accruing such Tax Refund; provided, however, that, subject to the limitations set forth in Section 9, Parent shall be entitled to offset the net amount of any such Tax Refund against any outstanding indemnification obligation of Sellers for Taxes under Section 9 (including costs and expenses to prepare Pre-Closing Tax Returns payable by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may beRepresentative under Section 6.2(b)(i)), and without interest (other than interest any such offset amount will be treated as if paid by the relevant Government Authority Sellers for all purposes of Section 9. Parent will, and will cause its Affiliates and the Group Companies to, execute such documents, take reasonable additional actions and otherwise reasonably cooperate with respect the Representative as may be necessary for Parent, an Affiliate thereof and/or the Group Companies to perfect their rights in and obtain all Tax Refunds for which any such refund)Person is eligible and to which Sellers are entitled. None of Parent or the Surviving Entity shall, provided thator shall permit any of their respective Subsidiaries to, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over make any election to carry forward a net operating loss to the Borrower (plus extent such action would decrease any penalties, interest or other charges imposed by Tax Refund to which the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Sellers would be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld entitled or otherwise imposed and the indemnification payments knowingly forfeit, fail to collect or additional amounts with respect otherwise minimize any Tax Refund to such Tax had never been paid. This subsection shall not which Sellers would be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Personentitled.

Refunds. If KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender in the event the Senior Facility AgentKSURE, the Swing Line Lender, such Senior Issuing Bank KSURE Covered Facility Agent or such Senior KSURE Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender in a less favorable net after-Tax position than KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender 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 subsection shall not be construed to require KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Refunds. If ASD shall be entitled to retain, or receive immediate payment from each Buyer or its Affiliates (including the Senior Facility Agentapplicable B&K Companies, Swing Line Lendertheir Subsidiaries and the Joint Ventures , any Senior Issuing Bank or any Senior Lender determines, but in its sole and absolute discretion, that it has received a refund respect of the latter case only to the extent of the appropriate percentage) of any Taxes as to which it has been indemnified refund or credit derived by such B&K Companies, their Subsidiaries and the Borrower or Joint Ventures with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses Income Taxes (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, excess advance payments and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 otherwise) with respect to any Tax period or portion thereof ending on or before the Closing Date relating to the B&K Companies, their Subsidiaries or the Joint Ventures; provided, however, that each Buyer and the applicable B&K Companies, B&K Companies’ Subsidiaries and the Joint Ventures shall be entitled to retain, or receive immediate payment from ASD of, any such Tax had never been paid. This subsection refund or credit to the extent that such refund or credit arises after the Closing Date as a result of the use or application of any loss, foreign tax credit, research and development credit or other item of such B&K Companies, their Subsidiaries or the Joint Ventures for any period (or portion thereof) following the Closing Date to any period (or portion thereof) ending on or before the Closing Date, provided, further, that such Buyer shall not be construed to require the Senior Facility Agent, Swing Line Lender, make any Senior Issuing Bank election or any Senior Lender to make available its Tax returns (or take any other information relating specific action to its carryback any item of Tax loss, deduction, credit or other benefit of any such B&K Company, Subsidiary of a B&K Company or Joint Venture arising after the Closing Date to any Tax period ending prior to the Closing without the consent of ASD. ASD and each Buyer shall equitably apportion any refund or credit with respect to Taxes that it deems confidentialwith respect to a Straddle Period in a manner consistent with the principles set forth in Section 11.1(f). No payment shall be made under this section 7.7(c) to the Borrower or any other Personextent it is reflected in the Final Adjustment Amounts.

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender determines, in its sole and absolute discretion, becomes aware that it has received is entitled to claim a refund from a Government Authority or other taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06subsection 2.7B it shall promptly notify the Borrower of the availability of such refund claim and shall, within 30 days after receipt of a request by the Borrower, make a claim to such Government Authority or taxation authority for such refund at the Borrower’s expense. If the Administrative Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this subsection 2.7B, it shall pay over such refund to the Borrower an amount equal (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, provided that, (i) that the Borrower, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government AuthorityAuthority or taxation authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection paragraph shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender to make available its Tax tax returns (or any other information relating to its Taxes that taxes which it deems confidential) to the Borrower or any other Person.