Common use of Refunds Clause in Contracts

Refunds. If any Indemnitee shall receive a 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 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund 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 any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(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 any Indemnitee (i) Each Company (and its Affiliates) (the “Claiming Company”) shall receive a refund or credit be entitled to Refunds that relate to Taxes for which it (or would have received such refund its Affiliates) is liable hereunder, under the Employee Matters Agreement, or credit but for which it has previously paid. For the avoidance of doubt, to the extent that a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect particular Refund may be allocable to all or any part of any Taxes paidmultiple Parties, 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 the portion of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal Refund to the lesser of (A) which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of such refund Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refund. (ii) Any Refund or credit portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed refund to have been received as described herein by the other Company (or credit actually realized its Affiliates) shall be paid by such Indemniteeother Company to the Claiming Company in immediately available funds in accordance with Section 4. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, plus any additional tax savings actually realized if received, would have been payable by such Indemnitee Company to the Claiming Company pursuant to this Section 3.06(a), such Company shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (iii) Notwithstanding anything to the contrary in this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable 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 excesssubsequent adjustment, if any, of to the amount described Refund claim. (iv) Remainco and Spinco shall cooperate in clause good faith with any reasonable request to pursue any Refund to which either Party may be entitled under Section 3.06(a)(i). (Av) over Notwithstanding anything to the amount described contrary in clause (B) this Agreement, Remainco shall be carried forward entitled to 100% of Refunds related to matters set forth on Exhibit E, and applied to reduce pro tanto Remainco shall retain sole control over any subsequent obligations of Lessee to make payments to proceedings, submissions, and correspondence with relevant Tax Authorities regarding 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(b)matters.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made 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 6(b) and the excess4.4, if any, it shall promptly notify such Borrower of the amount described in clause (A) over the amount described in clause (B) shall be carried forward availability of such Refund and applied to reduce pro tanto any subsequent obligations shall, within 30 days after receipt of Lessee to written notice by such Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at such Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 6(b4.4, 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 Xxxxxxxx, upon the request of 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(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) Any Tax refund (including any Indemnitee shall receive a refund interest in respect thereof) received by the Buyer, any of its Affiliates or credit any of the Transferred Fastener Subsidiaries, and any amounts credited against Tax to which the Buyer, any of its Affiliates or any of the Transferred Fastener Subsidiaries becomes entitled (including by way of any amended Tax Returns or would have received any carryback filing), that relate to any taxable period, or portion thereof, for which the Sellers are liable pursuant to Section 8.2, except to the extent that such refund or credit but against Tax relates to Taxes for a counterclaim or other claim not indemnified which the liability is assumed by Lessee hereunder (a "deemed the Buyer, shall be for the account of the Sellers, and the Buyer shall pay over to the Sellers any such 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 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 any such credit within ten days after receipt of such credit or entitlement thereto. The Buyer shall pay the Sellers interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 8.4. (b) Any Tax refund (including any interest in respect thereof) received by the Sellers or any of their Affiliates, and any amounts credited against Tax to which the Sellers or any of their Affiliates becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, for which the Buyer is liable pursuant to Section 8.2, or that relate to any Tax for which the liability is assumed by the Buyer shall be for the account of the Buyer, and the Sellers shall pay over to the Buyer any 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 any such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 ten days of such receipt or, in the case of a deemed refund or credit, 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 after receipt of such refund or credit or deemed refund or creditentitlement thereto. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing The Sellers shall pay the Buyer interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any such refunds or credits of any Taxes payable or indemnifiable pursuant to amount not paid when due under this Section 6(b)8.4. (c) Each of the Sellers and the Buyer shall cooperate, and cause each of its Affiliates to cooperate, in obtaining any Tax refund that the other party reasonably believes should be available, including through filing appropriate forms with the applicable Tax authority.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made 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 6(b) and the excess4.4, if any, it shall promptly notify such Borrower of the amount described in clause (A) over the amount described in clause (B) shall be carried forward availability of such Refund and applied to reduce pro tanto any subsequent obligations shall, within 30 days after receipt of Lessee to written notice by such Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at such Borrower's expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 6(b4.4, 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. 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 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. If the Administrative Agent, any Indemnitee shall receive Lender or the L/C Issuer determines, in its sole discretion, exercised in good faith, that it has received a refund or credit (or would have received such refund or credit but for a counterclaim or other claim not of any Indemnified Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund the Borrowers or credit")) with respect to all or any part of any Taxes paidwhich the Borrowers have paid additional amounts pursuant to this Section, 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 it shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, Borrowers an amount equal to the lesser of (A) the amount of such refund (but only to the extent of indemnity payments made, or credit or deemed refund or credit actually realized additional amounts paid, by the Borrowers under this Section with respect to the Indemnified Taxes giving rise to 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)refund), and (B) such tax payment, reimbursement or advance net of all out-of-pocket expenses incurred 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)Administrative Agent, such Indemnitee shall receive Lender 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 creditL/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Indemnitee shall pay refund), provided that the Borrowers, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to Lessee within 30 days of repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such receipt or, Lender or the L/C Issuer in the case of a deemed event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or credit, within 30 days of the resolution L/C Issuer to make available its Tax returns (or such contest, any other information relating to its Taxes that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior it deems confidential) to the receipt of such refund Borrowers 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 Taxes payable or indemnifiable pursuant to this Section 6(b)other Person.

Refunds. If Administrative Agent or any Indemnitee shall receive Lender becomes aware that it is entitled to claim a refund or credit (or would have received such refund or credit but for from a counterclaim Government Authority or other claim not taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund Company or credit")) with respect to all or any part which Company has paid additional amounts pursuant to this subsection 2.7B it shall promptly notify Company 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 the availability of such receipt or, in the case of a deemed refund or creditclaim and shall, within 30 days after receipt of the resolution of a request by Company, make a claim to such contest, an amount equal to the lesser of (A) the amount of Government Authority or taxation authority for such refund at Company’s expense. If Administrative Agent or credit or deemed any Lender receives a refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as (including pursuant to a result of any payment claim made pursuant to this sentence (including clause (A)), and (Bthe preceding sentence) such tax payment, reimbursement in respect of any Indemnified Taxes or advance Other Taxes as to which it has been indemnified by Lessee Company or with respect to such Indemnitee theretofore made which Company has paid additional amounts pursuant to this Section 6(b) subsection 2.7B, it shall pay over such refund to Company (but only to the extent of indemnity payments made, or additional amounts paid, by Company under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the excessrelevant Government Authority or taxation authority with respect to such refund); provided, if anythat Company, upon the request of Administrative Agent or such Lender, agrees to repay the amount described paid over to Company (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to Administrative Agent or such Lender in clause (A) over the amount described in clause (B) event Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be carried forward and applied construed to reduce pro tanto require Administrative Agent or any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available its tax returns (or deemed refund any other information relating to its taxes which it deems confidential) to Company or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or any 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(b)Person.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made 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 6(b) and the excess4.4, if any, it shall promptly notify such Borrower of the amount described in clause (A) over the amount described in clause (B) shall be carried forward availability of such Refund and applied to reduce pro tanto any subsequent obligations shall, within 30 days after receipt of Lessee to written notice by such Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at such Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 6(b4.4, 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(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 Indemnitee shall receive other Loan Party pays any additional ------- amount under this Section 12.18 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or credit (or would have received such refund any reduction of, or credit but for a counterclaim against, its tax liabilities in or other claim not indemnified by Lessee hereunder with respect to the taxable year in which the additional amount is paid (a "deemed refund or creditTax Benefit")) 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 Lender shall pay to Lessee within 30 days of Borrower or such receipt orLoan Party an amount ----------- that the Lender shall, in the case of a deemed refund or creditits sole discretion, within 30 days of the resolution of such contest, an amount determine is equal to the lesser of (A) net benefit, after tax, which was obtained by the amount Lender in such year as a consequence of such refund or credit or deemed refund or credit actually realized by Tax Benefit; provided, however, that (i) such Indemnitee, plus Lender shall -------- ------- not be required to make any additional tax savings actually realized by such Indemnitee 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 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 made to Borrower or such Loan Party pursuant to this sentence (including clause (A)), paragraph of this Section 12.18 shall be treated as a tax for which Borrower and (B) the other Loan Parties are obligated to indemnify such tax payment, reimbursement or advance by Lessee to such Indemnitee theretofore made Lender pursuant to this Section 6(b12.18 without any exclusions or defenses; (iii) and the excess, if any, of the amount described in clause (A) over the amount described in clause (B) such Lender shall not be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee required to make payments to such Indemnitee pursuant to any payment under this paragraph of this Section 6(b)). If, 12.18 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 excess of such refund or credit or deemed refund or credit, as the case may be, additional amounts received by such Indemnitee shall pay to Lessee within 30 days Lender; and (iv) nothing in this paragraph of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(b12.18 shall require the Lender to disclose to Borrower or any other Loan Party any information determined by such Lender in its sole discretion to be confidential (including its tax returns).

Refunds. If Each of Seller (and its Affiliates, other than the Acquired Companies) and Buyer (and its Affiliates, including the Acquired Companies) shall be entitled to retain, or receive prompt payment from the other Party with respect to, any Indemnitee shall receive a refund or credit (in lieu of a refund) of Taxes (including, for the avoidance of doubt, overpayments of estimated Taxes) after such refunds are received or would have received credits or overpayments are actually realized, which are described in Section 12.1(a) (which refunds or credits shall be for Seller’s account), except to the extent such refund or credit but (x) was specifically reflected in the calculation of the Final Closing Indebtedness Amount or Final Working Capital or Section 12.2(a)(ii) (which refunds or credits shall be for a counterclaim Buyer’s account) or other claim (y) does not indemnified exceed the amount that is due and payable by Lessee hereunder (a "deemed refund or credit")Seller to the Buyer Indemnified Parties pursuant to Section 12.1(a) with respect to all or a claim for indemnification that has been “finally determined” (wthin the meaning of Section 12.4); provided that (i) in the event a Governmental Body subsequently disallows any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, such refund or otherwisecredit in respect of which either of Buyer or Seller has made a payment to the other pursuant to this Section 9.6(g), and which was not taken into account in computing the recipient of such payment shall pay, or indemnityreimburse the paying Party for, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the 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 required to be repaid to the Governmental Body, and (ii) a credit or overpayment shall be deemed actually realized when it reduces a Tax that would otherwise have been paid (as measured on a “with and without” basis). To the extent a Tax liability specifically reflected in the Final Closing Indebtedness Amount or Final Working Capital exceeds the amount of such Tax actually paid by Buyer or the Acquired Companies, such difference shall be treated as a refund or credit actually realized by such Indemniteewhich Seller is entitled to retain, plus or receive prompt payment from Buyer with respect to, as described in the prior sentence. Buyer or Seller shall, if the other Party so reasonably requests, use reasonable best efforts to file for and obtain or cause any additional tax savings actually realized by such Indemnitee as a result of Acquired Company to file for and obtain, any payment made pursuant refunds or credits to which the requesting Party is entitled under this sentence (including clause (A)Section 9.6(g), and (B) such tax payment, reimbursement or advance by Lessee shall remit 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 requesting Party the amount of such refund or credit or deemed refund or credit, as the case may be, to which such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable Party is entitled pursuant to this Section 6(b9.6(g). Buyer shall be entitled to retain, or receive prompt payment from Seller with respect to any refund or credit of Taxes of the Acquired Companies other than such Taxes described in the first sentence of this Section 9.6(g).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.2, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower's expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.2, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 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 the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.2(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. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower's expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund 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. (a) If any Indemnitee shall receive Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes 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")) Other Taxes with respect to all which Borrower hasthe Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or any part Event of any Taxes Default has occurred and is continuing, it shall pay over such refund to Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, reimbursed by Borrowerthe Loan Parties under this Section 16 with respect to Indemnified Taxes or advanced Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by Lesseethe relevant Governmental Authority with respect to such a refund); provided, in each casethat Borrowerthe Loan Parties, whether by means upon the request of a deductionAgent or such Lender, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay agrees to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of (A) repay the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, paid over to Borrowerthe Loan Parties (plus any additional tax savings actually realized penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such Indemnitee 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 in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any payment made pursuant Lender to this make available its tax returns (or any other information which it deems confidential) to Borrowerthe Loan Parties or any other Person. (b) Subject to the first sentence (including clause (A)of Section 16.4(a), upon the reasonable request of Borrower (and (B) such tax paymentat Borrower’s expense), reimbursement a Lender or advance by Lessee Agent, as applicable, shall in its sole discretion, exercised in good faith, use reasonable efforts to such Indemnitee theretofore made cooperate with Borrower with a view to obtaining a refund of any Indemnified Taxes with respect to which Borrower has paid additional amounts pursuant to this Section 6(b16 and which Borrower, on advice of counsel, reasonably believes were not correctly or legally asserted by the relevant Governmental Authority; provided that neither Agent nor any Lender shall be required to (i) take any action that Agent or such Lender determines, in its sole discretion, would have an adverse effect on Agent or such Lender or (ii) disclose any information that it deems to be confidential. (c) Each Lender agrees that, as promptly as practicable after the occurrence of any event giving rise to the operation of Section 16 with respect to such Lender, it will use reasonable, good faith efforts (subject to overall policy considerations of such Lender) to eliminate or reduce any additional payment which may thereafter accrue, including by designating another lending office or assigning its rights and obligations hereunder to another of its offices, branches or Affiliates with the excessobject of avoiding the consequences of such event; provided, if anythat such designation or other action is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone 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 obligations or rights of Borrower or any subsequent obligations of Lessee to make payments to such Indemnitee Lender pursuant to this Section 6(b)). If16. (d) Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent 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 addition 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 credit (otherwise imposed and the indemnification payments or deemed refund or credit), additional amounts with respect to 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes Tax had never been 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 Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund Refund") from a Governmental Authority (as a result of any error in the amount of Taxes or credit")Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which a Borrower has paid, or with respect to all 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 part 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, reimbursed by such Borrower under this Section 4.4 with respect to Taxes or advanced 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 Lesseethe 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 each casethe 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, whether by means for purposes of this Section 4.4, shall include any Affiliate of a deduction, credit, refund 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 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 before the Closing Date (or, in the case of a deemed refund or creditPerson that becomes a Lender after the Closing Date by assignment, within 30 days of the resolution of promptly upon such contestassignment), an amount equal to the lesser two duly completed and signed copies of (A) either (1) Form W-8BEN, or any applicable successor form, of the amount of United States Internal Revenue Service entitling such refund or credit or deemed refund or credit actually realized Lender to a complete exemption from withholding on all amounts to be received by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made Lender pursuant to this sentence Credit Agreement and/or the Notes or (including clause (A))2) Form W-8ECI, and 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 tax paymentLender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, reimbursement or advance by Lessee from time to time after submitting either such Indemnitee theretofore made pursuant form, submit to this Section 6(b) the Borrowers and the excess, if any, Administrative Agent such additional duly completed and signed copies of the amount described in clause such forms (A) over the amount described in clause (B) or such successor forms or other documents as shall be carried forward 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 applied to reduce pro tanto (2) appropriate under then current United States laws or regulations. Upon the reasonable request of any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). IfBorrower or the Administrative Agent, 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 each Lender that has not provided the forms or other claim not indemnified by Lessee hereunder) an amount representing interest documents, as provided above, on the amount basis of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee being a United States person shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 submit to the receipt of Borrowers and the Administrative Agent a certificate to the effect that it is 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 Taxes payable or indemnifiable pursuant to this Section 6(b)a "United States person."

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund 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) All refunds for any Indemnitee Retained Taxes (including all refunds of the Acquired Entities for a Pre-Closing Tax Period or portion of any Straddle Period ending on the Closing Date as determined pursuant to Section 9.2) whether in the form of cash received or a credit (or offset) against Taxes otherwise payable shall be for the benefit of Seller. To the extent that Buyer, Acton Holdings, or the Company or any of their Affiliates receive a refund or credit (or would have received such refund or credit but that is for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) with respect to all or any part the benefit of any Taxes paidSeller, 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 Buyer shall pay to Lessee within 30 days of such receipt or, in the 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 (and interest received from the Governmental Authority with respect to such refund) to an account or accounts designated by Seller. The amount due to Seller shall be payable ten days after receipt of the refund from the applicable Governmental Authority (or, if the refund is in the form of a credit or deemed refund offset, ten days after the due date of the Tax Return claiming such credit or credit actually realized offset). Buyer shall, and shall cause its Affiliates to, take all commercially reasonable actions requested by such Indemnitee, plus Seller to timely claim any additional tax savings actually realized by such Indemnitee as refunds that will give rise to a result payment under this Section 9.3. (b) All refunds for any Assumed Taxes (including all refunds of Acton Holdings or the Company for a Post-Closing Tax Period (or portion of any payment made Straddle Period beginning after the Closing Date as determined pursuant to this sentence Section 9.2)) (including clause whether in the form of cash received or a credit (A)), and (Bor offset) 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 (Bagainst Taxes otherwise payable) shall be carried forward and applied to reduce pro tanto for the benefit of Buyer. To the extent that Seller or any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). Ifits Affiliates receive a refund that is for the benefit of Buyer, in addition to such refund or credit (or deemed refund or credit), such Indemnitee Seller 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 pay the amount of such refund or (and interest received from the Governmental Authority with respect to such refund) to Buyer. The amount due to Buyer shall be payable ten days after receipt of the refund from the applicable Governmental Authority (or, if the refund is in the form of a credit or deemed refund or creditoffset, as ten days after the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days due date of the resolution or Tax Return claiming 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 Taxes payable or indemnifiable pursuant to this Section 6(boffset).

Refunds. If (a) Except as provided in Section 8.5(f), Seller shall be entitled to any Indemnitee shall receive a refund refunds of, or credit credits against, any Taxes for the Pre-Closing Tax Period and any Conveyance Taxes that Seller has borne pursuant to Section 8.5 (and any interest or would have received penalty rebate with respect to such refund or credit but for a counterclaim or other claim not indemnified reduced by Lessee hereunder (a "deemed refund or credit")) with respect to all any costs including any Tax incurred by Buyer or any part Transferred Company or any 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 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 their respective Affiliates 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, receipt 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), except to the extent such Indemnitee Tax refunds or credits relate to Conveyance Taxes that Buyer has borne pursuant to Section 8.5. Upon the reasonable written request of Seller, Buyer shall receive file or cause to be credited with filed any Tax Returns (or would have received but for a counterclaim including amended Tax Returns) or other claim not documents claiming any refunds to which Seller is entitled pursuant to the preceding sentence and shall promptly pay, or cause to be paid, to Seller (except insofar as the same are used by the Tax authority to reduce any Taxes for which Seller has indemnified by Lessee Buyer hereunder) an amount representing any such refunds or credits (including any interest on or penalty rebate) actually received by Buyer or the amount of such refund or credit or deemed refund or creditTransferred Companies, as the case may bereduced by any costs, such Indemnitee shall pay to Lessee within 30 days of such receipt orincluding any Taxes, in the case of a deemed refund or credit, 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 refund, and Seller shall be entitled to reasonably cooperate with Lessee in claiming and pursuing any such refunds (including any interest or penalty rebate) actually received by Seller or any of its Affiliates. (b) Subject to Section 8.5(f), and except as provided in Section 8.6(a), Buyer shall be entitled to any refunds of and credits of against any Taxes payable (including any interest or indemnifiable penalty rebate) of the Transferred Companies, reduced by any costs, including any Taxes, attributable to the receipt of such refund. (c) Notwithstanding anything to the contrary herein, if a Tax authority subsequently disallows any item or refund with respect to which a party has received a payment pursuant to the above provisions of Section 8.5(f) or this Section 6(b)8.6 from the other party, such recipient party shall promptly pay (or cause to be paid) to the other party the full amount of such item or refund (including any interest or penalty rebate) received by such party.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (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 error in the amount of Non-Excluded Taxes paid to such Governmental Authority) of Non-Excluded Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this sentence (including clause (A))subsection 2.17, it shall promptly notify the Borrower of the availability of such Refund and (B) such tax paymentshall, reimbursement or advance within 30 days after receipt of written notice by Lessee the Borrower, make a claim to such Indemnitee theretofore made pursuant to this Section 6(b) and Governmental Authority for such Refund at 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)). IfBorrower's expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection 2.17(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 case amount of a deemed refund or credit, within 30 days of the resolution or Non-Excluded Taxes paid to 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 Governmental Authority) of any Non-Excluded Taxes payable which have been paid by the Borrower, or indemnifiable with respect to which the Borrower has paid additional amounts pursuant to this Section 6(bsubsection 2.17, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this subsection 2.17 with respect to 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 the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this subsection 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 any Indemnitee Subject to Section 8.2(f)(ii), Buyer shall receive a refund or credit pay (or would have received to the extent 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 amounts were not taken into account in computing such payment determining the Final Working Capital) to Seller the amount of any Tax refund, credit or indemnityoffset (including any interest paid or credited with respect thereto but reduced by any Taxes that Buyer, such Indemnitee and any Company or Subsidiary shall be required to pay to Lessee within 30 days of such receipt with respect thereto) received or, in the case of a deemed refund credit or creditoffset, utilized, by 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 Taxes, with respect to Taxable periods or portions thereof ending on or before the Closing Date (including any Taxes allocated to such period) and shall pay (to the extent such amounts were not taken into account in determining the Final Working Capital) to Seller the benefit of any Taxes in respect of Taxable periods or portions thereof beginning on or after the Closing Date actually paid by Seller 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 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 Seller is entitled under this Section 8.2(f)(i), but only to the extent that Buyer is not materially prejudiced by taking such action. All refunds, credits or offsets 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)), Company 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 its Subsidiaries 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund credit or creditoffset, utilized, with respect to Taxable periods or 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 refunds (including any interest paid or credited with respect thereto, but reduced by any Taxes that Seller shall be required to pay with respect thereto) received by Seller or any of its Affiliates 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 Taxes payable or indemnifiable pursuant to this Section 6(b)after receipt.

Refunds. If any Indemnitee shall receive a Lender determines, in its sole discretion exercised in good faith, that it has received a refund or credit of (or would have received such refund tax credit with respect to) any Withholding Taxes or credit but for a counterclaim or other claim not Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund Borrowers or credit")) with respect to all or any part of any Taxes paidwhich Borrowers have paid additional amounts pursuant to this Section 2.16, 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 it shall pay to Lessee within 30 days of such receipt or, in the 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 over such refund (or credit or deemed refund or credit actually the benefit realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of such tax credit) to Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 2.16 with respect to the Withholding Taxes or Other Taxes giving rise to such refund), net of all out of pocket expenses of the Lender (including any payment made Withholding Taxes imposed with respect to such refund) as is determined by the Lender in good faith, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that Borrowers, upon the request of the Lender, agree to repay as soon as reasonably practicable the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund to such Governmental Authority. 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 sentence (including clause (A)), 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 (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 giving rise to such refund had not been deducted, withheld or credit otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This Section 2.16 shall not be construed to require the Lender to make available its tax returns (or deemed refund any other information relating to its Withholding Taxes or credit), such Indemnitee shall receive Other Taxes which it deems in good faith to be confidential) to Borrowers or be credited with (or would have received but for a counterclaim or any 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(b)person.

Refunds. If any Indemnitee shall receive Agent or a Lender determines, in its sole discretion, that it has received a refund or credit (or would have received of any Indemnified Taxes to which Borrower has paid additional amounts pursuant to this Section 16, so long as no Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or credit but for a counterclaim or other claim not indemnified additional amounts paid, by Lessee hereunder (a "deemed refund or credit")) Borrower under this Section 16 with respect to all Indemnified Taxes or any part of any Other Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of giving rise to such 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal only to the lesser 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 out-of-pocket expenses (Aincluding Taxes) of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount of such refund or credit or deemed refund or credit actually realized by such Indemnitee, paid over to Borrower (plus any additional tax savings actually realized penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such Indemnitee penalties, interest or other charges imposed as a result of any payment made pursuant the willful misconduct or gross fault of Agent hereunder) to this sentence (including clause (A)), and (B) Agent or such tax payment, reimbursement Lender in the event Agent or advance by Lessee such Lender is required to repay such refund to such Indemnitee theretofore made Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16.4 shall not be construed to (a) interfere with the right of the Agent or any Lender to arrange its affairs in whatever manner it thinks fit and, or (b) require Agent or any Lender to make available its Tax returns (or any other information 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 required to pay any amount to Borrower pursuant to this Section 6(b) 16.4, the payment of which would place such Agent or Lender in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification 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 giving rise to such refund had not been deducted, withheld or credit (otherwise imposed and the indemnification payments or deemed refund or credit), additional amounts with respect to 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes Tax had never been 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 Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt orclaim will not be otherwise materially disadvantageous to it; provided, that nothing in this clause (e) 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(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 any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund 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) Any refund of Taxes that were imposed in respect of the income, gains, profits, business, property or operations of any Indemnitee shall receive member of the Xxxxxx Group for any Pre-Closing Period or the portion of any Straddle Period ending on or before the Closing Date (other than any refund which arises as a refund result of the Purchaser’s or credit (or would have received 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 credit but for a counterclaim or other claim not indemnified by Lessee hereunder credited in respect thereto (a "deemed refund or credit"“Refund”)) with respect to all , shall be the property of the Seller. In the event that any Refund is received by a member of the Xxxxxx Group or any part Affiliate thereof, including by way of any credit or allowance against 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 case of a deemed refund or credit, within 30 days of the resolution of such contestotherwise payable, an amount equal to such Refund (less any costs and expenses reasonably incurred by the lesser of (A) the amount of such refund Purchaser 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, member 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 creditXxxxxx Group, as the case may be, such Indemnitee in connection with obtaining the Refund) shall pay be paid to Lessee within 30 days of the Seller promptly upon such receipt or, from the Taxing Authority. Any refund in the case respect of Taxes of a deemed refund or credit, within 30 days member of the resolution or such contest, Xxxxxx Group EXECUTION COPY received by a member of the Seller Tax Group (other than a member of the Xxxxxx Group) that portion of such interest that is not a Refund shall be fairly attributable to Taxes paid, reimbursed the property of the Xxxxxx Holdcos or advanced by Lessee prior the Xxxxxx Subsidiaries and shall be paid to the appropriate member of the Xxxxxx Group promptly upon such receipt of such from the Taxing Authority. In the event that any 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 Taxes payable or indemnifiable for which a payment has been made pursuant to this Section 6(b7.03 is subsequently reduced or disallowed, the party entitled to such refund shall indemnify and hold harmless payor for any Tax liability, including interest, assessed against such payor by reason of the reduction or disallowance. The Purchaser and the Xxxxxx Holdcos shall, if the Seller so requests and at the Seller’s expense, cause the relevant entity to file for and obtain any Refund to which the Seller is entitled under this Section 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 appropriate authorizations (including any powers of attorney or similar powers). The principles set forth in Section 7.01(c) shall apply in determining the extent to which any Refund is attributable to the portion of a Straddle Period ending on the Closing Date.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt orclaim will not be otherwise materially disadvantageous to it; provided, that nothing in this clause (e) 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(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 Administrative Agent or any Indemnitee shall receive Lender becomes aware that it is entitled to claim a refund or credit (or would have received such refund or credit but for from a counterclaim Government Authority or other claim not taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund Company or credit")) with respect to all or any part which Company has paid additional amounts pursuant to this subsection 2.7B it shall promptly notify Company 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 the availability of such receipt or, in the case of a deemed refund or creditclaim and shall, within 30 days after receipt of the resolution of a request by Company, make a claim to such contest, an amount equal to the lesser of (A) the amount of Government Authority or taxation authority for such refund at Company's expense. If Administrative Agent or credit or deemed any Lender receives a refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as (including pursuant to a result of any payment claim made pursuant to this sentence (including clause (A)), and (Bthe preceding sentence) such tax payment, reimbursement in respect of any Indemnified Taxes or advance Other Taxes as to which it has been indemnified by Lessee Company or with respect to such Indemnitee theretofore made which Company has paid additional amounts pursuant to this Section 6(b) subsection 2.7B, it shall pay over such refund to Company (but only to the extent of indemnity payments made, or additional amounts paid, by Company under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the excessrelevant Government Authority or taxation authority with respect to such refund); provided, if anythat Company, upon the request of Administrative Agent or such Lender, agrees to repay the amount described paid over to Company (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to Administrative Agent or such Lender in clause (A) over the amount described in clause (B) event Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be carried forward and applied construed to reduce pro tanto require Administrative Agent or any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available its tax returns (or deemed refund any other information relating to its taxes which it deems confidential) to Company or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or any 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(b)Person.

Refunds. If any Indemnitee shall receive a refund or credit (or would 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 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(b).

Refunds. If the Administrative Agent or any Indemnitee shall receive Lender becomes aware that it is entitled to claim a refund or credit (or would have received such refund or credit but for from a counterclaim Government Authority or other claim not taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Lessee hereunder (a "deemed refund the Borrower or credit")) with respect to all or any part which the Borrower has paid additional amounts pursuant to this subsection 2.7B it shall promptly notify the Borrower 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 the availability of such receipt or, in the case of a deemed refund or creditclaim and shall, within 30 days after receipt of a request by the resolution of Borrower, make a claim to such contest, an amount equal to the lesser of (A) the amount of Government Authority or taxation authority for such refund at the Borrower’s expense. If the Administrative Agent or credit or deemed any Lender receives a refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as (including pursuant to a result of any payment claim made pursuant to this sentence (including clause (A)), and (Bthe preceding sentence) such tax payment, reimbursement in respect of any Indemnified Taxes or advance Other Taxes as to which it has been indemnified by Lessee the Borrower or with respect to such Indemnitee theretofore made which the Borrower has paid additional amounts pursuant to this Section 6(b) and subsection 2.7B, it shall pay over such refund to the excessBorrower (but only to the extent of indemnity payments made, if anyor additional amounts paid, by the Borrower under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the amount described in clause Administrative Agent or such Lender and without interest (A) over other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount described paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to the Administrative Agent or such Lender in clause (B) the event the Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be carried forward and applied construed to reduce pro tanto require the Administrative Agent or any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available its tax returns (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or any other claim not indemnified by Lessee hereunderinformation relating to its taxes which it deems confidential) 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Borrower 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 Taxes payable or indemnifiable pursuant to this Section 6(b)other Person.

Refunds. If any Indemnitee a Lender or the Administrative Agent (as the case ------- may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (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 error in the amount of Non-Excluded Taxes paid to such Governmental Authority) of Non-Excluded Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this sentence (including clause (A))subsection 2.17, it shall promptly notify the Borrower of the availability of such Refund and (B) such tax paymentshall, reimbursement or advance within 30 days after receipt of written notice by Lessee the Borrower, make a claim to such Indemnitee theretofore made pursuant to this Section 6(b) and Governmental Authority for such Refund at 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)). IfBorrower's expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise disadvantageous to it; provided that nothing in this subsection 2.17(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 case amount of a deemed refund or credit, within 30 days of the resolution or Non-Excluded Taxes paid to 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 Governmental Authority) of any Non-Excluded Taxes payable which have been paid by the Borrower, or indemnifiable with respect to which the Borrower has paid additional amounts pursuant to this Section 6(bsubsection 2.17, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this subsection 2.17 with respect to 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 the Borrower, -------- ------- upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this subsection 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 any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower in writing of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund 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 any Indemnitee a Lender or the Administrative Agent (as the case may be) shall receive become aware that it is entitled to claim a refund or credit (or would have received such a 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 the form of a deductioncredit) (each, 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of “Refund”) from a Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b) and 4.4, it shall promptly notify the excess, if any, Borrower of the amount described in clause (A) over availability of such Refund and shall, within 30 days after receipt of written notice by the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to Borrower, make payments a claim to such Indemnitee pursuant to this Section 6(b)). IfGovernmental Authority for such Refund at the Borrower’s expense 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 judgment of such refund Lender or credit or deemed refund or credit, the Administrative Agent (as the case may be), such Indemnitee shall pay to Lessee within 30 days the making of such receipt or, claim will not be otherwise materially disadvantageous to it; provided that nothing in this subsection (e) 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 case amount of a deemed refund Taxes or credit, within 30 days of the resolution Other Taxes paid to such Governmental Authority 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 otherwise) of any Taxes payable or indemnifiable Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 6(b4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 the Borrower, upon the request of Xxxxxx or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this Section 4.4(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 The Purchaser shall, if the Sellers so request and at the Sellers' expense (for reasonable out-of-pocket costs and expenses), cooperate with the Sellers to file for and obtain any Indemnitee shall receive a Tax refund or credit related to the Business or the Acquired Assets and Stock or Prime that relates to any period ending on or before the First Closing Date (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 case of Prime, the FDS Assets or the Business (other than the GE/Macy's Assets and the May Assets)), the Second Closing Date (in the case of the GE/Macy's Assets) or the Third Closing Date (in the case of the May Assets). If the Purchaser at any time receives a deemed Tax refund or creditcredit described in the immediately preceding sentence, within 30 days of the resolution Purchaser shall promptly pay over such refund or the amount of such contest, an amount equal credit to the lesser Sellers; provided, however, that, if a Governmental Authority at any time requires the Purchaser to reimburse such Governmental Authority for the amount of (A) any refund or credit previously paid to the Sellers, the Sellers jointly and severally shall indemnify, hold harmless and reimburse the Purchaser and its Affiliates for 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 beincluding all interest, such Indemnitee shall pay to Lessee within 30 days of such receipt orpenalties, in the case of a deemed refund or credit, 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 creditcosts and expenses associated therewith. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such Any Tax refunds or credits of relating to Prime, the FDS Assets, the GE/Macy's Assets, the May Assets or the Business with respect to a Straddle Period shall be equitably apportioned between the Purchaser, on the one hand, and the Sellers, on the other hand. Notwithstanding the foregoing, the Purchaser shall be entitled to all refunds with respect to any Taxes payable or indemnifiable paid pursuant to this Section 6(b)11.3.

Refunds. If The Purchaser shall, if the Sellers so request and at the Sellers’ expense (for reasonable out-of-pocket costs and expenses), cooperate with the Sellers to file for and obtain any Indemnitee shall receive a Tax refund or credit related to the Business or the Acquired Assets and Stock or Prime that relates to any period ending on or before the First Closing Date (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 case of Prime, the FDS Assets or the Business (other than the GE/Macy’s Assets and the May Assets)), the Second Closing Date (in the case of the GE/Macy’s Assets) or the Third Closing Date (in the case of the May Assets). If the Purchaser at any time receives a deemed Tax refund or creditcredit described in the immediately preceding sentence, within 30 days of the resolution Purchaser shall promptly pay over such refund or the amount of such contest, an amount equal credit to the lesser Sellers; provided, however, that, if a Governmental Authority at any time requires the Purchaser to reimburse such Governmental Authority for the amount of (A) any refund or credit previously paid to the Sellers, the Sellers jointly and severally shall indemnify, hold harmless and reimburse the Purchaser and its Affiliates for 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 beincluding all interest, such Indemnitee shall pay to Lessee within 30 days of such receipt orpenalties, in the case of a deemed refund or credit, 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 creditcosts and expenses associated therewith. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such Any Tax refunds or credits of relating to Prime, the FDS Assets, the GE/Macy’s Assets, the May Assets or the Business with respect to a Straddle Period shall be equitably apportioned between the Purchaser, on the one hand, and the Sellers, on the other hand. Notwithstanding the foregoing, the Purchaser shall be entitled to all refunds with respect to any Taxes payable or indemnifiable paid pursuant to this Section 6(b)11.3.

Refunds. If any Indemnitee a Lender shall receive become aware that it is entitled to claim a refund or credit (or would have received such a refund or credit but for in the form of a counterclaim or other claim not indemnified by Lessee hereunder credit) (each, a "deemed refund or creditRefund")) with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of from 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 case of a deemed refund or credit, within 30 days of the resolution of such contest, an amount equal to the lesser of Governmental Authority (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 error in the amount of Taxes or advance by Lessee Other Taxes paid to such Indemnitee theretofore made Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 6(b4.4, it shall promptly notify the Borrower in writing of the availability of such Refund and shall, within 30 days after receipt of written notice by the Borrower make a claim to such Governmental Authority for such Refund at the Borrower's expense if, in the judgment of such Lender, the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) and shall be construed to require any Lender to institute any administrative proceeding (other than the excessfiling of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender 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 the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to the Borrower the amount so received (but only to the extent of payments made, or additional amounts paid, by 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 with respect to such Refund) of such Lender and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of such Lender agrees to repay the amount described paid over to the Borrower (plus penalties, interest or other charges) to such Lender in clause (A) over the amount described event such Lender is required to repay such Refund to such Governmental Authority. Nothing contained in clause (Bthis Section 4.4(c) shall be carried forward and applied to reduce pro tanto require any subsequent obligations of Lessee Lender to make payments to such Indemnitee pursuant to this Section 6(b)). If, in addition to such refund or credit available any of its tax returns (or deemed refund any other information that it deems to be confidential 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 pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, 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 Taxes payable or indemnifiable pursuant to this Section 6(bproprietary).