Common use of Refunds Clause in Contracts

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (ce) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to any Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If any Indemnitee shall receive a Lender refund or credit (or would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the Administrative Agent case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be) , such Indemnitee shall become aware that it is entitled pay to claim a refund (or a refund Lessee within 30 days of such receipt or, in the form case of a deemed refund or credit) (each, a “Refund”) from a Governmental Authority (as a result within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any error in the amount of Taxes payable or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, indemnifiable pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary6(b).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (ce) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (ce) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such BorrowerXxxxxxxx, upon the request of Lender Xxxxxx or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to any Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.44.2, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.44.2, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 4.2 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.2(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. (a) If Agent or a Lender or the Administrative Agent (as the case may be) shall become aware determines, in its sole discretion, that it is entitled to claim has received a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Indemnified Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which hasthe Loan Parties have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.416, so long as no Default or Event of Default has occurred and is continuing, it shall promptly pay over such refund to such Borrower on behalf of the amount so received Loan Parties (but only to the extent of payments made, or additional amounts paid, by such Borrower Borrowerthe Loan Parties under this Section 4.4 16 with respect to Indemnified Taxes or Other Taxes giving rise to such Refunda refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on Agent or such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Refunda refund); provided, however, that such BorrowerBorrowerthe Loan Parties, upon the request of Lender Agent or the Administrative Agentsuch Lender, agrees to repay the amount paid over to such Borrower Borrowerthe Loan Parties (plus any penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or such Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender or the Administrative Agent in the event Agent or such Lender or the Administrative Agent is required to repay such Refund refund to such Governmental Authority. Nothing contained Notwithstanding anything in this Agreement to the contrary, this Section 4.4(c) 16 shall not be construed to require Agent or any Lender or the Administrative Agent to make available any of its tax returns (or any other information that which it deems confidential) to be confidential Borrowerthe Loan Parties or proprietary)any other Person.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become or any Lender becomes aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Government Authority (as a result or other taxation authority in respect of any error in the amount of Indemnified Taxes or Other Taxes paid as to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower it has paid, been indemnified by Company or with respect to which a Borrower Company has paid additional amounts, amounts pursuant to this Section 4.4, subsection 2.7B it shall promptly notify such Borrower Company of the availability of such Refund refund claim and shall, within 30 days after receipt of written notice a request by such BorrowerCompany, make a claim to such Governmental Government Authority or taxation authority for such Refund refund at such BorrowerCompany’s expense if, in the judgment of such Lender or the expense. If Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require or any Lender or the Administrative Agent receives a refund (including pursuant to institute any administrative proceeding (other than the filing of a claim for any such Refundmade pursuant to the preceding sentence) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result in respect of any error in the amount of Indemnified Taxes or Other Taxes paid as to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have it has been paid indemnified by a Borrower, Company or with respect to which a Borrower Company has paid additional amounts pursuant to this Section 4.4subsection 2.7B, it shall promptly pay over such refund to such Borrower the amount so received Company (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower Company under this Section 4.4 subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such Refundrefund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on Administrative Agent or such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the relevant Governmental Government Authority or taxation authority with respect to such Refundrefund); provided, however, that such BorrowerCompany, upon the request of Lender Administrative Agent or the Administrative Agentsuch Lender, agrees to repay the amount paid over to such Borrower Company (plus any penalties, interest or other chargescharges imposed by the relevant Government Authority or taxation authority) to Administrative Agent or such Lender or the Administrative Agent in the event Administrative Agent or such Lender or the Administrative Agent is required to repay such Refund refund to such Governmental Government Authority. Nothing contained in this Section 4.4(c) This paragraph shall not be construed to require Administrative Agent or any Lender or the Administrative Agent to make available any of its tax returns (or any other information that relating to its taxes which it deems confidential) to be confidential Company or proprietary)any other Person.

Refunds. If Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Administrative Agent (L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be) shall become aware . If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, exercised in good faith, that it is entitled to claim has received a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in Indemnified Taxes as to which it has been indemnified by the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, Borrowers or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which Borrowers have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4Section, it shall promptly pay to the Borrowers an amount equal to such Borrower the amount so received refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower the Borrowers under this Section 4.4 with respect to Taxes or Other the Indemnified Taxes giving rise to such Refundrefund), net of all reasonable out-of-pocket expenses (including incurred by the net amount of taxesAdministrative Agent, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative AgentL/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Refundrefund); provided, however, provided that such Borrowerthe Borrowers, upon the request of Lender or the Administrative Agent, agrees such Lender or the L/C Issuer, agree to repay the amount paid over to such Borrower the Borrowers (plus any penalties, interest or other chargescharges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Administrative Agent L/C Issuer in the event the Administrative Agent, such Lender or the Administrative Agent L/C Issuer is required to repay such Refund refund to such Governmental Authority. Nothing contained in this Section 4.4(c) This subsection shall not be construed to require the Administrative Agent, any Lender or the Administrative Agent L/C Issuer to make available any of its tax Tax returns (or any other information relating to its Taxes that it deems confidential) to be confidential the Borrowers or proprietary)any other Person.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower in writing of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket out‑of‑pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or the Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary)) or to alter its tax accounting practices.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (ce) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If Borrower or any other Loan Party pays any additional ------- amount under this Section 12.18 to a Lender or the Administrative Agent (as the case may be) shall become aware and such Lender determines in its sole discretion that it is entitled to claim a has actually received or realized in connection therewith any refund (or a refund any reduction of, or credit against, its tax liabilities in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to Borrower has paid additional amountsor such Loan Party an amount ----------- that the Lender shall, pursuant in its sole discretion, determine is equal to this Section 4.4the net benefit, it shall promptly notify after tax, which was obtained by the Lender in such Borrower of the availability year as a consequence of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund)Tax Benefit; provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other chargesi) to such Lender shall -------- ------- not be required to make any payment under this paragraph of this Section 12.18 if an Event of Default shall have occurred and be continuing; (ii) any taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the Administrative Agent in the event expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to Borrower or such Loan Party pursuant to this paragraph of this Section 12.18 shall be treated as a tax for which Borrower and the Administrative Agent is other Loan Parties are obligated to indemnify such Lender pursuant to this Section 12.18 without any exclusions or defenses; (iii) such Lender shall not be required to repay make any payment under this paragraph of this Section 12.18 in excess of such Refund to additional amounts received by such Governmental Authority. Nothing contained Lender; and (iv) nothing in this paragraph of this Section 4.4(c) 12.18 shall require any the Lender or the Administrative Agent to make available any of its tax returns (disclose to Borrower or any other Loan Party any information that it deems determined by such Lender in its sole discretion to be confidential or proprietary(including its tax returns).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Foreign Lender. Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes or (2) Form W-8ECI, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this Credit Agreement and/or the Notes and, if applicable, (B) an Internal Revenue Service Form W-8BEN or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after submitting either such form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of any Borrower or the Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrowers and the Administrative Agent a certificate to the effect that it is such a "United States person."

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Non-Excluded Taxes paid to such Governmental Authority or otherwiseAuthority) of Taxes or Other Non-Excluded Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4subsection 2.17, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c2.17(d) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Non-Excluded Taxes paid to such Governmental Authority or otherwiseAuthority) of any Taxes or Other Non-Excluded Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4subsection 2.17, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 subsection 2.17 with respect to Taxes or Other Non-Excluded Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or the Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(csubsection 2.1 7(d) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower in writing of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, the Borrower make a claim to such Governmental Authority for such Refund at such the Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary)) or to alter its tax accounting practices.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower in writing of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, the Borrower make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary)) or to alter its tax accounting practices.

Refunds. If a Lender or the Administrative Agent (as the case ------- may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Non-Excluded Taxes paid to such Governmental Authority or otherwiseAuthority) of Taxes or Other Non-Excluded Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4subsection 2.17, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c2.17(d) shall be -------- construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Non-Excluded Taxes paid to such Governmental Authority or otherwiseAuthority) of any Taxes or Other Non-Excluded Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4subsection 2.17, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 subsection 2.17 with respect to Taxes or Other Non- Excluded Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or the Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, -------- ------- upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(csubsection 2.17(d) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become or any Lender becomes aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Government Authority (as a result or other taxation authority in respect of any error in the amount of Indemnified Taxes or Other Taxes paid as to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower it has paid, been indemnified by Company or with respect to which a Borrower Company has paid additional amounts, amounts pursuant to this Section 4.4, subsection 2.7B it shall promptly notify such Borrower Company of the availability of such Refund refund claim and shall, within 30 days after receipt of written notice a request by such BorrowerCompany, make a claim to such Governmental Government Authority or taxation authority for such Refund refund at such Borrower’s expense if, in the judgment of such Lender or the Company's expense. If Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require or any Lender or the Administrative Agent receives a refund (including pursuant to institute any administrative proceeding (other than the filing of a claim for any such Refundmade pursuant to the preceding sentence) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result in respect of any error in the amount of Indemnified Taxes or Other Taxes paid as to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have it has been paid indemnified by a Borrower, Company or with respect to which a Borrower Company has paid additional amounts pursuant to this Section 4.4subsection 2.7B, it shall promptly pay over such refund to such Borrower the amount so received Company (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower Company under this Section 4.4 subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such Refundrefund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on Administrative Agent or such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the relevant Governmental Government Authority or taxation authority with respect to such Refundrefund); provided, however, that such BorrowerCompany, upon the request of Lender Administrative Agent or the Administrative Agentsuch Lender, agrees to repay the amount paid over to such Borrower Company (plus any penalties, interest or other chargescharges imposed by the relevant Government Authority or taxation authority) to Administrative Agent or such Lender or the Administrative Agent in the event Administrative Agent or such Lender or the Administrative Agent is required to repay such Refund refund to such Governmental Government Authority. Nothing contained in this Section 4.4(c) This paragraph shall not be construed to require Administrative Agent or any Lender or the Administrative Agent to make available any of its tax returns (or any other information that relating to its taxes which it deems confidential) to be confidential Company or proprietary)any other Person.

Refunds. If Agent or a Lender or the Administrative Agent (as the case may be) shall become aware determines, in its sole discretion, that it is entitled to claim has received a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Indemnified Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which Loan Parties have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.416 (including by the payment of additional amounts pursuant to this Section 16), so long as no Default or Event of Default has occurred and is continuing, it shall promptly pay over such refund to such Administrative Borrower on behalf of the amount so received Loan Parties (but only to the extent of payments made, or additional amounts paid, by such Borrower the Loan Parties under this Section 4.4 16 with respect to Taxes or Other Indemnified Taxes giving rise to such Refunda refund), net of all reasonable out-of-pocket expenses (including the net amount Taxes) of taxes, if any, imposed on Agent or such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the relevant applicable Governmental Authority with respect to such Refunda refund); provided, however, that such Borrowerthe Loan Parties, upon the request of Lender Agent or the Administrative Agentsuch Lender, agrees to repay the amount paid over to such Borrower the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender or the Administrative Agent in the event Agent or such Lender or the Administrative Agent is required to repay such Refund refund to such Governmental Authority. Nothing contained Notwithstanding anything in this Agreement to the contrary, this Section 4.4(c) 16 shall not be construed to require Agent or any Lender or the Administrative Agent to make available any of its tax returns (or any other information that which it deems confidential) to be confidential Loan Parties or proprietary)any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Refunds. If a Lender Any Tax refund (including any interest with respect thereto or any credit against future tax liability) relating to the Company or any Subsidiary for any taxable period ending on or prior to the date of the Closing (except for any refund included on the Reference Statement of Net Assets and any refund arising in respect of Taxes for which the Principal Stockholders are not liable under Section 7.01, which shall be the property of Parent, and if paid to the Company or the Administrative Agent (as the case may bePrincipal Stockholders, shall be paid over promptly to Parent) shall become aware that it be the property of the Stockholders, and if received by Parent, the Company or any Subsidiary shall be paid over promptly into the Expense Fund under the Escrow Agreement (or, if such fund is entitled then non-existent, to claim a the Stockholders). Notwithstanding the foregoing, (a) any Tax refund (or equivalent benefit to the Stockholders through a refund reduction in Tax liability) for a taxable period ending on or before the form date of the Closing arising out of the carryback of a creditloss of credit incurred by the Company or any Subsidiary in a taxable period ending after the Closing shall be the property of Parent and, if received by the Company or the Principal Stockholders, shall be paid over promptly to Parent; and (b) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only and to the extent that, as of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxestime, if any, imposed on as Parent shall receive a refund that would be the property of the Stockholders and payable to the Expense Fund under the Escrow Agreement or to the Stockholders under this Section 7.03, Taxes have been asserted in writing that would be required to be indemnified by the Principal Stockholders hereunder, all or part of such Lender refund up to an amount equal to 120% of such asserted Taxes shall, at the option of Parent, be deposited by the Parent into an indemnity escrow fund for satisfaction of any amounts indemnifiable under this Article VII which have been asserted or subsequently are asserted, until the Administrative Agent time set forth in clause (ii) of Section 7.05 of this Agreement with respect to such Refund) any asserted amounts (or, if earlier, expiration of such Lender or Administrative Agentthe applicable statute of limitations), and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent at which time any balance remaining in the event such Lender or indemnity escrow fund from such deposited amount after payment of any claims shall be paid into the Administrative Agent Expense Fund under the Escrow Agreement (or, if such fund is required then non-existent, to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietaryStockholders).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled Except with respect to claim a any refund (or a refund other item (including any overpayment)) (i) taken into account in the form computation of Indebtedness or otherwise in a creditmanner that affected the Merger Consideration, (ii) attributable to any loss, credit or other Tax attribute arising in a Tax period (eachor portion thereof) beginning after the Closing Date that is carried back to a Pre-Closing Tax Period, or (iii) required to be paid over to any third party pursuant to a “Refund”) from Contract entered into by a Governmental Authority (as Group Company prior to the Closing, to the extent the Group Companies, Buyer, or any of their Affiliates receives any refund of Pre-Closing Taxes or claims a result credit against Pre-Closing Taxes in lieu of any error in such a refund, Buyer shall pay the amount of such refund to Paying Agent for further distribution to the Sellers, net of any Taxes incurred by Buyer or Other Taxes any of its Affiliates in connection therewith, within five days of receipt of such refund or claim of such credit in lieu of refund. The Sellers, acting through the Sellers Representative in its administrative capacity, shall reimburse Buyer (or its designated Affiliate) for any reasonable expenses incurred in connection with (and which would not have arisen but for) the calculation, application for or collection of any Tax refund (or claim of any credit in lieu thereof) payable to the Sellers under this Section 5.3(h). If any amount paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, the Sellers pursuant to this Section 4.45.3(h) shall subsequently be challenged successfully by any Governmental Entity, it shall promptly notify such Borrower of the availability of such Refund and Sellers, acting through the Sellers Representative in its administrative capacity, shall, within 30 days after receipt of upon written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender request from Buyer (or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns Affiliates), repay to Buyer (or such Affiliate) such amount (together with any other information that it deems related interest and additions to be confidential or proprietaryTax). For clarity, where Sellers have an obligation to make a payment under this section are acting through the Sellers Representative in its administrative capacity, the Sellers Representative is not responsible for any failure of such Sellers to make such payment.

Refunds. If The amount or economic benefit of any Tax refund (whether in cash or as a Lender credit against or offset to any Tax) in respect of any Tax of the Administrative Agent Acquired Companies attributable to any Pre-Closing Tax Period received by Buyer, the Acquired Companies or any of their respective Affiliates shall be for the account of Seller, to the extent such refund exceeds the amount of the refund of such Taxes reflected as an asset on the books of the Acquired Companies, and the recipient thereof shall pay such amount (including any interest received thereon, but less any Taxes, reasonable costs or expenses incurred by Buyer, the Acquired Companies or any of their respective Affiliates in connection with obtaining such Tax refund) over to Seller within ten (10) days after any such refund is received, credited or applied as an offset, as the case may be) . Buyer shall become aware that it is entitled elect not to claim carry any loss, credit or other Tax benefit item from a refund Post-Closing Tax Period (or a refund in the form of a credit) (each, a “Post-Closing Tax Refund”) from back to a Governmental Authority (as a result of Pre-Closing Tax Period, except in any error case where it is required by Law to carry back such Post-Closing Tax Refund, in which case any refund due that is attributable to such Post-Closing Tax Refund will be payable to Buyer. Notwithstanding anything in this Agreement to the contrary, in the event that any such Tax refund is subsequently determined by any Governmental Entity to be less than the amount of Taxes or Other Taxes paid by the recipient thereof to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, Seller pursuant to this Section 4.411.4, it Seller shall promptly notify return any such Borrower of the availability disallowed amounts (plus any interest and penalties in respect of such Refund and shall, disallowed Tax refunds owed to a Governmental Entity) to such payor within 30 days ten (10) Business Days after receipt of written notice by from such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in payor requesting the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary)same.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “"Refund”") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower in writing of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, the Borrower make a claim to such Governmental Authority for such Refund at such the Borrower’s 's expense if, in the judgment of such Lender or the Administrative Agent (as the case may be)Lender, the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided provided, that nothing in this subsection clause (ce) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this clause (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this clause (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If a Lender or Subject to Section 8.2(f)(ii), Buyer shall pay (to the Administrative Agent (as extent such amounts were not taken into account in determining the case may beFinal Working Capital) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in Seller the amount of Taxes any Tax refund, credit or Other Taxes offset (including any interest paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or credited with respect thereto but reduced by any Taxes that Buyer, and any Company or Subsidiary shall be required to which pay with respect thereto) received or, in the case of a Borrower has paid additional amountscredit or offset, pursuant to this Section 4.4utilized, it shall promptly notify such Borrower of the availability of such Refund and shallby Buyer or any Company or Subsidiary, within 30 days after receipt or such utilization to the extent such refund is received, or such credit or offset results in a reduction of written notice by such BorrowerTaxes, make a claim with respect to Taxable periods or portions thereof ending on or before the Closing Date (including any Taxes allocated to such Governmental Authority for period) and shall pay (to the extent such Refund at such Borrower’s expense if, amounts were not taken into account in determining the judgment of such Lender or Final Working Capital) to Seller the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) benefit of any Taxes in respect of Taxable periods or Other Taxes which have been portions thereof beginning on or after the Closing Date actually paid by a BorrowerSeller or the Company on or before the Closing Date (provided that this provision shall not require Buyer to pay any amounts attributable to net operating losses, net capital losses, credits or with respect other similar items carried forward into Taxable periods or portions thereof beginning on or after the Closing Date). Buyer shall, if Seller so requests and at Seller's expense, cause the relevant entity to file for and use its reasonable efforts to obtain and expedite the receipt of any refund to which a Borrower has paid additional amounts pursuant to Seller is entitled under this Section 4.48.2(f)(i), it shall promptly pay to such Borrower the amount so received (but only to the extent that Buyer is not materially prejudiced by taking such action. All refunds, credits or offsets of payments madethe Company and its Subsidiaries received or, in the case of a credit or additional amounts paidoffset, by such Borrower under this Section 4.4 utilized, with respect to Taxes Taxable periods or Other Taxes giving rise portions thereof beginning after the Closing Date shall be for the account of Buyer and Seller shall pay to Buyer the amount of any such Refund), net of all reasonable out-of-pocket expenses refunds (including the net amount of taxes, if any, imposed on such Lender any interest paid or the Administrative Agent credited with respect thereto, but reduced by any Taxes that Seller shall be required to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority pay with respect to such Refund); provided, however, that such Borrower, upon the request of Lender thereto) received by Seller or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary)Affiliates within 30 days after receipt.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower in writing of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, the Borrower make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket out‑of‑pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary)) or to alter its tax accounting practices.

Refunds. If Company believes that a Lender or the Administrative Agent (as the case may be) shall become aware that it is be entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of for any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower Indemnified Tax that Company has paid additional amounts, pursuant to this Section 4.4hereunder, it shall promptly notify such Borrower Lender or Administrative Agent, as applicable, in writing of the availability of such Refund refund and such Lender or Administrative Agent shall, within 30 days after the receipt of written notice by such Borrowera request from Company, make a claim to such Governmental Authority apply for such Refund refund at such BorrowerCompany’s expense ifsole expense. If Company has paid any Indemnified Taxes pursuant to this subsection 2.7B and any Lender or Administrative Agent at any time thereafter receives, in the judgment its sole judgment, a refund of such Indemnified Taxes (whether by receipt of a payment or direct offset for other such Taxes due), then such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower Company the amount so received of such refund or credit (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of incurred by such Lender or Administrative Agent, Agent to obtain such refund and without interest (other than interest, except for the after-Tax amount of any interest paid by the relevant Governmental Government Authority with respect to such Refundthe refund); provided, however, that such Borrower, upon the request of under no circumstances shall any Lender or Administrative Agent be required to make a payment under this subsection 2.7B(v) to the extent the after-Tax proceeds that such Lender or Administrative AgentAgent receives under this Agreement or any other Loan Document (determined after any payment required under this subsection 2.7B(v)) is less than the after-Tax proceeds that such Lender or Administrative Agent would have received (as determined by such Lender or Administrative Agent in its sole judgment) had no Indemnified Taxes been imposed on the relevant payment hereunder. If a Lender or Administrative Agent makes a payment to Company under this subsection 2.7B(v) and such Lender or Administrative Agent is required to repay such refund to any Government Authority, Company agrees to repay the amount paid over to such Borrower Company under this subsection 2.7B(v) (plus any penalties, interest or interest, and other charges) to related charges imposed on such Lender or the Administrative Agent in by the event applicable Government Authority with respect to the repayment of such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietaryrefund).

Refunds. If Agent, a Lender or the Administrative Agent (as the case may be) shall become aware a Participant determines, in its sole discretion, that it is entitled to claim has received a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Indemnified Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower Loan Party has paid additional amounts pursuant to this Section 4.416, so long as no Default or Event of Default has occurred and is continuing, it shall promptly pay over such refund to such the Administrative Borrower on behalf of the amount so received Loan Parties (but only to the extent of payments made, or additional amounts paid, by such Borrower the Loan Parties under this Section 4.4 16 with respect to Taxes or Other Indemnified Taxes giving rise to such Refunda refund), net of all reasonable out-of-pocket expenses (including the net amount of taxesAgent, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, Participant and without interest (other than any interest paid by the relevant applicable Governmental Authority with respect to such Refunda refund); provided, however, that such Borrowerthe Loan Parties, upon the request of Agent, such Lender or the Administrative Agentsuch Participant, agrees to repay the amount paid over to such the Administrative Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent, Lender or such Participant hereunder as finally determined by a court of competent jurisdiction) to Agent, such Lender or the Administrative Agent such Participant in the event Agent, such Lender or the Administrative Agent such Participant is required to repay such Refund refund to such Governmental Authority. Nothing contained Notwithstanding anything in this Agreement to the contrary, this Section 4.4(c) 16 shall not be construed to require Agent, any Lender or the Administrative Agent any Participant to make available any of its tax returns (or any other information that which it deems confidential) to be confidential Loan Parties or proprietary)any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Refunds. If a Lender (a) Any refund of Taxes that were imposed in respect of the income, gains, profits, business, property or operations of any member of the Xxxxxx Group for any Pre-Closing Period or the Administrative Agent portion of any Straddle Period ending on or before the Closing Date (other than any refund which arises as a result of the Purchaser’s or a Xxxxxx Holdco’s inability to make the election described in Section 7.03(b)), other than any such refund included as an asset in the Final Working Capital Statement, and any interest paid or credited in respect thereto (a “Refund”), shall be the property of the Seller. In the event that any Refund is received by a member of the Xxxxxx Group or any Affiliate thereof, including by way of credit or allowance against Taxes otherwise payable, an amount equal to such Refund (less any costs and expenses reasonably incurred by the Purchaser or any member of the Xxxxxx Group, as the case may be, in connection with obtaining the Refund) shall become aware that it is entitled be paid to claim a refund (or a the Seller promptly upon such receipt from the Taxing Authority. Any refund in the form respect of Taxes of a creditmember of the Xxxxxx Group EXECUTION COPY received by a member of the Seller Tax Group (other than a member of the Xxxxxx Group) (each, that is not a “Refund”) Refund shall be the property of the Xxxxxx Holdcos or the Xxxxxx Subsidiaries and shall be paid to the appropriate member of the Xxxxxx Group promptly upon such receipt from a Governmental Authority (as a result of the Taxing Authority. In the event that any error in the amount refund or credit of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes for which a Borrower payment has paid, or with respect to which a Borrower has paid additional amounts, been made pursuant to this Section 4.47.03 is subsequently reduced or disallowed, it the party entitled to such refund shall promptly notify indemnify and hold harmless payor for any Tax liability, including interest, assessed against such Borrower payor by reason of the availability of such Refund reduction or disallowance. The Purchaser and the Xxxxxx Holdcos shall, within 30 days after receipt of written notice by such Borrowerif the Seller so requests and at the Seller’s expense, make a claim cause the relevant entity to such Governmental Authority file for such and obtain any Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower Seller is entitled under this Section 4.4 7.03. The Purchaser and the Xxxxxx Holdcos shall permit, and cause their respective Affiliates to permit, the Seller to control (at the Seller’s expense) the prosecution of any such Refund claim and the Purchaser and the Xxxxxx Group member shall provide the Seller with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses appropriate authorizations (including the net amount any powers of taxes, if any, imposed on such Lender attorney or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refundsimilar powers); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent . The principles set forth in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c7.01(c) shall require apply in determining the extent to which any Lender or Refund is attributable to the Administrative Agent to make available any portion of its tax returns (or any other information that it deems to be confidential or proprietary)a Straddle Period ending on the Closing Date.

Refunds. If a The Agent and the Lender or shall take all reasonable actions (consistent with its internal policy and legal and regulatory restrictions) requested by the Administrative Agent (as Borrower to assist the case may be) shall become aware that it is entitled Borrower, at the sole expense of the Borrower, to claim a refund (or a refund in recover from the form of a credit) (each, a “Refund”) from a relevant Governmental Authority (as a result of any error in the amount of Indemnified Taxes or Other Taxes in respect of which amounts were paid by the Borrower pursuant to such Governmental Authority this Section 2.15; provided, however, that the Lender will not be required to take any action that would be, in the sole judgment of the Lender, legally inadvisable, or otherwise) commercially or otherwise disadvantageous to the Lender in any respect, and in no event shall the Lender be required to disclose any tax returns or any other information that, in the sole judgment of the Lender, is confidential. If the Agent or the Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which a it has been indemnified by the Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.42.15, it shall promptly pay to such the Borrower an amount equal to the amount so received refund (but only to the extent of indemnity payments made, or additional amounts paid, by such the Borrower under this Section 4.4 2.15 with respect to the Indemnified Taxes or Other Taxes giving rise to such Refundthe refund), net of all reasonable out-of-pocket expenses (including of the net amount of taxes, if any, imposed on such Lender Agent or the Administrative Agent with respect to such Refund) of such Lender or Administrative AgentLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Refundthe refund); provided, however, that such the Borrower, upon the request of Lender the Agent or the Administrative AgentLender, agrees to repay the amount paid over to such the Borrower (plus any penalties, interest or other chargescharges imposed by the relevant Governmental Authority) to such Lender the Agent or the Administrative Agent Lender in the event such Lender the Agent or the Administrative Agent Lender is required to repay such Refund the refund to such Governmental Authority. Nothing contained in this This Section 4.4(c2.15(e) shall not be construed to require any Lender the Agent or the Administrative Agent Lender to make available any of its tax Tax returns (or any other information relating to its Taxes that it deems confidential) to be confidential the Borrower or proprietary)any other Person.

Refunds. If a Lender The Equityholders shall be entitled to any refunds of Pre-Closing Period Taxes of the Company or any of its Subsidiaries actually received after the Closing Date by or on behalf of the Buyer, the Company or any member of the Affiliated Group of which the Company or the Administrative Agent Buyer is a member, whether by payment, credit, offset or otherwise (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) other than any such refunds resulting from a Governmental Authority (as a result carry back to the Pre-Closing Period from the Post-Closing Period of any error in the amount of Taxes loss, credit or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, deduction or with respect to any Taxes for which a Borrower has paid additional amounts, Buyer is responsible for Pre- Closing Periods pursuant to Article X or Section 12.2), and Buyer, the Company and its Subsidiaries shall be entitled to any other refunds of Taxes of the Company or any of its Subsidiaries (other than (i) with respect to any Taxes for which the Buyer Indemnitors are responsible for Post-Closing Periods pursuant to Article X or this Article XII and (ii) as provided in Section 12.3(b)). The Buyer shall pay, or cause to be paid, to the Sellers' Representatives (who shall receive such amount on behalf of all the Equityholders as if part of the Purchase Price) any refunds to which the Equityholders are entitled under this Section 4.412.7 reasonably promptly after such refunds are received by the Buyer, it shall promptly notify such Borrower the Company or any member of the availability Affiliated Group of such Refund and shallwhich the Company or the Buyer is a member, within but no later than 30 days after receipt of written notice by such Borrower, make a claim receipt. The Buyer Indemnitors shall pay to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or Buyer any refunds to which the Administrative Agent (as the case may be)Buyer, the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower Company and its Subsidiaries are entitled under this Section 4.4 with respect to Taxes or Other Taxes giving rise to 12.7 reasonably promptly after such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid refunds are received by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary)the Equityholders, but no later than 30 days after such receipt.

Refunds. If any Indemnitee shall receive a Lender refund or credit (or 3would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the Administrative Agent case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to this sentence (including clause (A)), and (B) such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made pursuant to this Section 6(b) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be) , such Indemnitee shall become aware that it is entitled pay to claim a refund (or a refund Lessee within 30 days of such receipt or, in the form case of a deemed refund or credit) (each, a “Refund”) from a Governmental Authority (as a result within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any error in the amount of Taxes payable or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, indemnifiable pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary6(b).

Refunds. If Agent or a Lender or the Administrative Agent (as the case may be) shall become aware determines, in its sole discretion, that it is entitled to claim has received a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Indemnified Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.416, so long as no Event of Default has occurred and is continuing, it shall promptly pay over such refund to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 16 with respect to Indemnified Taxes or Other Taxes giving rise to such Refunda refund and only to the extent that the Agent or the Lender, as applicable, is satisfied that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all reasonable out-of-pocket expenses (including the net amount Taxes) of taxes, if any, imposed on Agent or such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the relevant applicable Governmental Authority with respect to such Refunda refund); provided, however, that such Borrower, upon the request of Lender Agent or the Administrative Agentsuch Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross fault of Agent hereunder) to Agent or such Lender or the Administrative Agent in the event Agent or such Lender or the Administrative Agent is required to repay such Refund refund to such Governmental Authority. Nothing contained Notwithstanding anything in this Agreement to the contrary, this Section 4.4(c16.4 shall not be construed to (a) shall require interfere with the right of the Agent or any Lender to arrange its affairs in whatever manner it thinks fit and, or the Administrative (b) require Agent or any Lender to make available any of its tax Tax returns (or any other information that which it deems confidential) to Borrower or any other Person. Further notwithstanding anything to the contrary in this Section 16.4, in no event will an Agent or Lender be confidential required to pay any amount to Borrower pursuant to this Section 16.4, the payment of which would place such Agent or proprietary)Lender in a less favorable net after-Tax position than it 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.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided it; provided, that nothing in this subsection clause (ce) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); Refund); provided, however, that such the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this clause (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this clause (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware determines, in its sole discretion exercised in good faith, that it is entitled to claim has received a refund of (or a refund in the form of a credittax credit with respect to) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Withholding Taxes or Other Taxes paid as to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower it has paid, been indemnified by Borrowers or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which Borrowers have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.42.16, it shall promptly pay over such refund (or the benefit realized as a result of such tax credit) to such Borrower the amount so received Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower Borrowers under this Section 4.4 2.16 with respect to the Withholding Taxes or Other Taxes giving rise to such Refundrefund), net of all reasonable out-of-out of pocket expenses of the Lender (including the net amount of taxes, if any, any Withholding Taxes imposed on such Lender or the Administrative Agent with respect to such Refundrefund) of such as is determined by the Lender or Administrative Agentin good faith, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Refundrefund); provided, however, that such BorrowerBorrowers, upon the request of Lender or the Administrative AgentLender, agrees agree to repay as soon as reasonably practicable the amount paid over to such Borrower Borrowers (plus any penalties, interest or other chargescharges imposed by the relevant Governmental Authority) to such the Lender or the Administrative Agent in the event such the Lender or the Administrative Agent is required to repay such Refund refund to such Governmental Authority. Nothing contained Notwithstanding anything to the contrary in this clause (g), in no event will a Lender be required to pay any amount to Borrowers pursuant to this clause (g) the payment of which would place such Lender in a less favorable net after-tax position than such 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 Section 4.4(c) 2.16 shall not be construed to require any the Lender or the Administrative Agent to make available any of its tax returns (or any other information that relating to its Withholding Taxes or Other Taxes which it deems in good faith to be confidential confidential) to Borrowers or proprietary)any other person.

Refunds. If a Lender Any Taxes of the Acquiring Companies, the Acquired Companies or the Administrative Agent (as the case may be) shall become aware their Subsidiaries that it is entitled to claim a refund (or a refund are paid in the form respect of a Pre-Closing Period and that are refunded to Holdco or any of its Affiliates shall be paid to ConAgra or its designee, except as otherwise provided in this Section 13.6. The term "refunds," "refunded" or derivatives of such terms generally shall include, but are not limited to, refunds of Taxes, overpayments of Taxes, and reductions in Taxes or estimated Taxes (whether by way of credit, reduction, offset or otherwise). Holdco shall or shall cause its Affiliates to pay to ConAgra or its designee any such refunds within ten (10) (eachdays of the receipt thereof and shall pay to ConAgra, a “Refund”) from a Governmental Authority (as a result of any error in or its designee, the amount of any refunds utilized (i) as a deposit for or payment of estimated Taxes of any Acquiring Company, Acquired Company or Other their Subsidiaries or (ii) to reduce the liability for Taxes paid to such Governmental Authority of any Acquiring Company, Acquired Company or otherwise) their Subsidiaries, whether by way of Taxes credit, reduction, offset or Other Taxes which otherwise for any taxable period (other than a Borrower has paid, or Pre-Closing Period with respect to which uncollected Taxes not accrued as a Borrower has liability on the Final Processing Closing Balance Sheet in the case of refunds attributable to any Processing Company or on the Final Cattleco Closing Balance Sheet in the case of refunds attributable to Cattleco) within ten (10) days of the utilization thereof, except (a) in the case of refunds of Taxes attributable to any Processing Company, to the extent accrued as an asset on the Final Processing Closing Balance Sheet (and taken into account in calculating the Aggregate Consideration), (b) in the case of refunds of Taxes attributable to Cattleco, to the extent accrued as an asset on the Final Cattleco Closing Balance Sheet (and taken into account in determining the Cattleco Stockholder Net Investment) or (c) in the case of refunds of Non-Income Tax not covered by clause (a) or (b), any such refund payable to ConAgra or its designee will be limited to the cumulative amount of indemnity payments of Non-Income Taxes made by ConAgra or its designee hereunder. If any portion of any Non-Income Tax refund is retained by Holdco or any Subsidiary thereof pursuant to clause (c) of the preceding sentence, such portion shall increase the basket amount of Section 12.7.1(iii) on a cumulative basis. Notwithstanding the foregoing, (x) any refunds of Taxes utilized or received by Cattle Holdco or Cattleco attributable to the Pre-Closing Period shall be paid additional amountsby such recipient to ConAgra or its designee within ten (10) days of the utilization or receipt thereof and shall not increase the basket amount of Section 12.7.1(iii), and (y) any payment by Holdco or its Subsidiaries to ConAgra or its designee pursuant to this Section 4.4, it 13.6 shall promptly notify be reduced to take into account any net Income Tax cost to Holdco or its Subsidiaries on the receipt of such Borrower refund. Any such refund payable to ConAgra or its designee shall bear interest at the underpayment rate and in the manner provided by Section 6621(a)(2) of the availability of such Refund and shall, within 30 days Code commencing on the tenth day after the utilization or receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) refund by Holdco or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to such Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c) shall require any Lender or the Administrative Agent to make available any of its tax returns (Affiliates until paid in full to ConAgra or any other information that it deems to be confidential or proprietary)its designee.

Refunds. If a Lender or the Administrative Agent (as the case may be) shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a the Borrower has paid, or with respect to which a the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such the Borrower, make a claim to such Governmental Authority for such Refund at such the Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (ce) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by a the Borrower, or with respect to which a the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to such the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by such the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that such the Borrower, upon the request of Lender Xxxxxx or the Administrative Agent, agrees to repay the amount paid over to such the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(c4.4(e) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary). Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Refunds. If Agent or a Lender or the Administrative Agent (as the case may be) shall become aware determines, in its sole discretion exercised in good faith, that it is entitled to claim has received a refund (or a refund in the form of a credit) (each, a “Refund”) from a Governmental Authority (as a result of any error in the amount of Indemnified Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to which a Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify such Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by such Borrower, make a claim to such Governmental Authority for such Refund at such Borrower’s expense if, in the judgment of such Lender or the Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which Loan Parties have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 4.416 (including by the payment of additional amounts pursuant to Section 16), so long as no Default or Event of Default has occurred and is continuing, it shall promptly pay over such refund to such the Administrative Borrower on behalf of the amount so received Loan Parties (but only to the extent of payments made, or additional amounts paid, by such Borrower the Loan Parties under this Section 4.4 16 with respect to Taxes or Other Indemnified Taxes giving rise to such Refunda refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on Agent or such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than any interest paid by the relevant applicable Governmental Authority with respect to such Refunda refund); provided, however, that such Borrowerthe Loan Parties, upon the request of Lender Agent or the Administrative Agentsuch Lender, agrees to repay the amount paid over to such Borrower the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender or the Administrative Agent in the event Agent or such Lender or the Administrative Agent is required to repay such Refund refund to such Governmental Authority. Nothing contained Notwithstanding anything in this Agreement to the contrary, this Section 4.4(c) 16.4 shall not be construed to require Agent or any Lender or the Administrative Agent to make available any of its tax returns (or any other information that which it deems confidential) to be confidential Loan Parties or proprietary)any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender in a less favorable net after-Tax position than such 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.