Common use of Tax Refunds Clause in Contracts

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the any Lender or Administrative Agent or any Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it has been indemnified (including by the payment of additional amounts) any Credit Party pursuant to this Section 10.1 or Section 10.42.19, it shall pay over an amount equal to promptly remit the portion of such refund to the Borrower such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of taking into account all reasonable out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent or such LenderAgent, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect taxing authority which specifically relates to such refund)) than it would have been in if the Indemnified Taxes giving rise to such refund had never been imposed in the first instance; provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, relevant Credit Party agrees to repay to promptly return such indemnified party the amount paid over refund to the Borrower plus any penaltiesLender or Administrative Agent, interest or other charges imposed by as the relevant Governmental Authority case may be, in the event such indemnified party is required to repay such refund to such Governmental Authoritythe relevant taxing authority (including any interest and penalties). Notwithstanding anything to Nothing herein contained shall interfere with the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment right of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments Lender or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Administrative Agent to claim any tax refund or make available its Tax tax returns (or other confidential information or disclose any other information relating to its Taxes tax affairs or any computations in respect thereof or require any Lender or Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it deems confidential) to the Borrower or any other Personmay be entitled.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.43.5, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 3.5 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest interest, or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to Administrative Agent or such Lender) that the Borrower pursuant is likely to this Section 10.1(e) the payment of which would place the indemnified party in receive a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paidcredit. This paragraph Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent Agent, a Lender or any Lender the Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 2.14, and, in such party’s opinion acting reasonably, such refund amount is both reasonably identifiable and quantifiable by it without involving it in an unacceptable administrative burden, the Administrative Agent, the Lender or Section 10.4the Issuing Bank, it as applicable, shall pay over an amount equal to such refund amount to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 or Section 10.4 2.14 with respect to the Taxes giving rise to such refund, and only to the extent that the Administrative Agent, the Lender or Issuing Bank, as applicable, is satisfied, acting reasonably, that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent Agent, such Lender or such Lenderthe Issuing Bank, as applicable applicable, that such Person, as applicable. reasonably determines will leave it (after that payment) in the same after tax position it would have been in had such Indemnified Taxes not been deducted, withheld or otherwise imposed and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund)indemnification payments had never been paid; provided provided, that the Borrower, upon the request of the Administrative Agent Agent, such Lender or such Lenderthe Issuing Bank, agrees to shall repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority in Authority) to the event Administrative Agent, such indemnified party Lender or the Issuing Bank if the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything Nothing contained in Section 2.14 shall (a) interfere with the right of the Administrative Agent, any Lender or the Issuing Bank to the contrary arrange its affairs in this Section 10.1(e)whatever manner it thinks fit and, in no event will particular, none of the indemnified party Administrative Agent, any Lender or the Issuing Bank shall be required under any obligation to pay claim any amount available refund or relief for tax purposes on its corporate profits or otherwise, or to the Borrower pursuant claim such relief in priority to this Section 10.1(eany other claims, reliefs, credits or deductions available to it, or (b) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or Agent, any Lender or the Issuing Bank to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.. Notwithstanding anything to the contrary in this Section 2.14(5), in no event shall the Administrative Agent, any Lender or the Issuing Bank be required to pay any amount to the Borrower pursuant to this Section 2.14(5) the payment of which would place such party in a less favourable after-Tax position than such party would have been in if Indemnified Taxes had not been deducted, withheld or otherwise imposed and no additional amounts or indemnification payments had been paid. Tahoe Resources Inc. - Credit Agreement

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion discretion, exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (g), in no event will the indemnified party Administrative Agent or Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (g) the payment of which would place the indemnified party Administrative Agent or Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender or Issuing Bank determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or any Guarantor or with respect to which the Borrower or any Guarantor has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower or such Guarantor under this Section 10.1 5.03 with respect to the Indemnified Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender or Issuing Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such LenderLender or Issuing Bank, agrees to repay to such indemnified party the amount paid over to the Borrower or any Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender or Issuing Bank in the event the Administrative Agent or such indemnified party Lender or Issuing Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this This Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph 5.03 shall not be construed to require the Administrative Agent or any Lender or Issuing Bank to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (f), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 10.1(eparagraph (f) the payment of which would place the indemnified party Administrative Agent or Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or Lender would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent Agent, any Lender, or any Lender the Issuing Bank determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative such Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or Agent, such Lender, or the Issuing Bank agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent, such Lender, or the Issuing Bank in the event Administrative Agent, such indemnified party Lender, or the Issuing Bank is required to repay such refund to such Governmental Authority. This Section 5.03 shall not be construed to require the Administrative Agent, any Lender, or the Issuing Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (f), in no event will the indemnified party be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 10.1(eparagraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender indemnified party to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower indemnifying party or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 subsection 2.7B(ii) or Section 10.4(iii), it shall pay over to the Borrower an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 subsection 2.7B(ii) or Section 10.4 (iii) with respect to the Indemnified Taxes and Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxesany net income or similar taxes imposed with respect to amounts paid by Borrower pursuant to subsection 2.7B(ii) or (iii)) of the Administrative Agent or such Lender, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority taxing authority with respect to such refund); , provided that (i) the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority taxing authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(etaxing authority), in no event will and (ii) neither the indemnified party Administrative Agent, nor any Lender, shall be required to pay any amount to the Borrower amounts pursuant to this Section 10.1(esubsection 2.7B(iv)(e) the payment at any time during which an Event of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paidDefault exists. This paragraph subsection 2.7B(iv)(e) shall not be construed to require either the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.4Section, it shall pay over to the Borrower an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 with respect to the Indemnified Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); , provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to such Lender in the event such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party any Lender be required to pay any amount to the a Borrower pursuant to this Section 10.1(eparagraph (h) the payment of which would place the indemnified party a Lender in a less favorable net after-Tax position than the indemnified party applicable Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the any Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03), it shall pay over to the indemnifying party an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party made under this Section 10.1 or Section 10.4 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower. Such indemnifying party, upon the request of the Administrative Agent or such Lenderindemnified party, agrees to shall repay to such indemnified party the amount paid over pursuant to the Borrower this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (f), in no event will the indemnified party be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 10.1(eparagraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender indemnified party to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower indemnifying party or any other Person.”; and

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Indemnified Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, Lender incurred as applicable a result of receiving such refund or in connection with paying over such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (g), in no event will the indemnified party Administrative Agent or a Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (g) the payment of which would place the indemnified party Administrative Agent or such Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithreasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 or Section 10.4 5.03 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eclause (f), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eclause (f) the payment of which would place the indemnified party Administrative Agent or Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithreasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eclause (f), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eclause (f) the payment of which would place the indemnified party Administrative Agent or any Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or any Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the an Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithreasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the such Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the such Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to such Administrative Agent or such Lender in the event such indemnified party Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e5.03(h), in no event will the indemnified party applicable Administrative Agent or Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(e5.03(h) the payment of which would place the indemnified party applicable Administrative Agent or Lender in a less favorable net afternet-after Tax position than the indemnified party such Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the any Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If The Shareholders shall be entitled to any refunds (or credits in lieu thereof) of or against any Taxes of the Administrative Agent Acquired Companies paid in a Pre-Closing Tax Period or for which they have indemnified Parent pursuant to Article IX, except to the extent such refunds or credits (i) are attributable to the carryback of any Tax attribute or item from a Tax period beginning after the Closing, or (ii) are subject to a payment obligation of the Acquired Companies to another Person that is in effect on or before the Closing Date, which payment obligation has not been paid and is not otherwise economically borne by the Indemnifying Securityholders (including, for the avoidance of doubt, by inclusion in the Income Tax Liability Accrual or other treatment as a Company Tax) (each a “Tax Refund”). In the event that Parent or any Lender determinesof its Affiliates (including, after the Closing, an Acquired Company) receives a Tax Refund to which the Shareholders are entitled pursuant to the first sentence of this Section 6.1(g), Parent shall pay or cause to be paid the amount of such Tax Refund (net of any reasonable costs incurred in connection with receipt thereof, but including any interest paid by a Governmental Authority in respect of such Tax Refund) to the Paying Agent (for further distribution to the Shareholders) within 10 days after the receipt of such refund or application of such credit. Notwithstanding the foregoing, in its sole discretion exercised in good faiththe event that any Tax Refund for which Parent made a payment to the Paying Agent (for further distribution to the Shareholders) is subsequently disallowed (each, that it has received a refund of Taxes as to which it has been indemnified (including by “Disallowed Tax Benefit”), the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it Indemnifying Securityholders shall pay over an amount equal to such refund Disallowed Tax Benefit to the Borrower Parent within five (but only to the extent 5) days of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Persondisallowance.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (h) the payment of which would place the indemnified party such Administrative Agent or Lender in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to the applicable Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the each Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the such Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the a Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower Borrowers or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such LenderXxxxxx, agrees to repay to such indemnified party the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender a Secured Party determines, in its sole discretion exercised in good faith, that it has received a refund of any indemnified Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.3, and, in such party’s opinion acting reasonably, such refund amount is both reasonably identifiable and quantifiable by it without involving it in an unacceptable administrative burden, the Secured Party shall pay over an amount equal to such refund amount to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 or Section 10.4 5.3 with respect to the Taxes giving rise to such refund, and only to the extent that the Secured Party is satisfied, acting reasonably, that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or Secured Party that such LenderPerson, as applicable applicable, reasonably determines will leave it (after that payment) in the same after tax position it would have been in had such Indemnified Taxes not been deducted, withheld or otherwise imposed and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund)indemnification payments had never been paid; provided provided, that the Borrower, upon the request of the Administrative Agent or such LenderSecured Party , agrees to shall repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority in Authority) to the event such indemnified party Secured Party if the Secured Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary Nothing contained in this Section 10.1(e)5.3 shall (a) interfere with the right of any Secured Party to arrange its affairs in whatever manner it thinks fit and, in particular, no event will the indemnified party Secured Party shall be required under any obligation to pay claim any amount available refund or relief for tax purposes on its corporate profits or otherwise, or to the Borrower pursuant claim such relief in priority to this Section 10.1(eany other claims, reliefs, credits or deductions available to it, or (b) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender Secured Party to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person. Notwithstanding anything to the contrary in this Section 5.3(4), in no event shall any Secured Party be required to pay any amount to the Borrower pursuant to this Section 5.3(4) the payment of which would place such party in a less favourable after-tax position than such party would have been in if indemnified Taxes had not been deducted, withheld or otherwise imposed and no additional amounts or indemnification payments had been paid. Payments to be made by any Secured Party to the Borrower in accordance with this Section 5.3(4) shall be made within ninety (90) days from the date of receipt by the Secured Party of the relevant refund.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithreasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the such Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the such Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to such Administrative Agent or such Lender in the event such indemnified party Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e5.03(h), in no event will the indemnified party applicable Administrative Agent or Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(e5.03(h) the payment of which would place the indemnified party applicable Administrative Agent or Lender in a less favorable net afternet-after Tax position than the indemnified party such Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, determines in its sole reasonable discretion exercised in good faith, that it has received a refund or credit (in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of a Borrower or with respect to which a Borrower has paid additional amounts) amounts pursuant to this Section 10.1 5.9, Agent or Section 10.4such Lender, it as applicable, shall pay over an amount equal to such refund to the such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party such Borrower under this Section 10.1 5.9 with respect to the Indemnified Taxes or Section 10.4 the Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, however, that if Agent or such Lender is required to repay all or a portion of such refund to the relevant Governmental Authority, such Borrower, upon the request of the Administrative Agent or such Lender, agrees to shall repay to such indemnified party the amount paid over to the such Borrower that is required to be repaid (plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event Authority) to Agent or such indemnified party Lender within three (3) Business Days after receipt of written notice that Agent or such Lender is required to repay such refund (or a portion thereof) to such Governmental Authority. Notwithstanding anything to the contrary Nothing contained in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph 5.9.3 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) confidential or privileged to the Borrower Borrowers or any other Personperson. Notwithstanding anything to the contrary herein, in no event will Agent or any Lender be required to pay any amount to any Borrower, the payment of which would place Agent or such Lender in a less favorable net after-tax position than Agent or such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Tax Refunds. If the Administrative Agent or any Lender determines, determines in its sole discretion exercised in good faith, that it has actually received a refund of any Taxes as to which indemnification or additional amounts have been paid to it has been indemnified (including by the payment of additional amounts) a Loan Party pursuant to this Section 10.1 2.13, the Agent or Section 10.4such Lender, it as the case may be, shall promptly notify the Borrower of such refund and shall promptly pay over the relevant Loan Party an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party made under this Section 10.1 or Section 10.4 2.13 with respect to the Taxes giving rise to such refund); provided that such amount in such Person’s good faith opinion will leave it (after such reimbursement) in no worse economic position than it would have been in had the relevant Taxes for which the Loan Party paid such indemnification or additional amounts not been payable, net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable the case may be, in obtaining such refund, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, however, that the Borrowerrelevant Loan Party, upon the request of the Administrative Agent or such LenderLxxxxx, agrees to repay to such indemnified party the amount paid over to the Borrower such Loan Party pursuant to this Section 2.13(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Agent or such Lender, as the case may be, in the event that the Agent or such indemnified party Lender is required to repay such refund to such Governmental AuthorityAuthority or such refund is subsequently denied. Notwithstanding anything in this Agreement to the contrary contrary, nothing in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e2.13(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower any Loan Party or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified (including by the payment of any Co-Borrower or with respect to which any Co-Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.4Section, it shall pay over an amount equal to such refund (or the amount of any credit in lieu of refund) to the applicable Co-Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party such Co-Borrower under this Section 10.1 or Section 10.4 with respect to the Taxes giving rise to such refund or credit in lieu of refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit in lieu of refund); , provided that the Co-Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Co-Borrower (plus any penaltiesinterest, interest penalties or other charges imposed by the relevant Governmental Authority Authority) to the Lender in the event such indemnified party the Lender is required to repay such refund or credit in lieu of refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph 7257764v.2 (e), in no event will the indemnified party Lender be required to pay any amount to the applicable Co-Borrower pursuant to this Section 10.1(e) paragraph if the payment of which such amount would place the indemnified party Lender in a less favorable net after-Tax position than the indemnified party it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This Nothing in this paragraph (e) shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes which taxes that it deems confidential) confidential to the Co-Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, determines in its sole discretion exercised in good faith, faith that it has received and retained a refund of any Taxes as to which it has been indemnified by the Borrower or a Guarantor (including by the payment of additional amounts) pursuant to this amounts under Section 10.1 or Section 10.45.2(1)), it shall pay over to the Borrower or applicable Guarantor, an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or and payment of additional amounts paid, by a Loan Party made under this Section 10.1 or Section 10.4 5.2 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such Lender or the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the BorrowerBorrower or Guarantor, upon the request of the Lender or Administrative Agent or such LenderAgent, agrees to shall repay to such indemnified party the amount paid over to the Borrower or Guarantor to the Lender or the Administrative Agent, as the case may be (plus any penalties, interest or other charges amounts imposed by the relevant Governmental Authority in the event Authority), if such indemnified party Lender or Administrative Agent is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e5.2(3), in no event will the indemnified party Administrative Agent or any Lender be required to pay any an amount to the Borrower or a Guarantor pursuant to this Section 10.1(e5.2(3) the payment of which would place the indemnified party Administrative Agent or the Lender, as the case may be, in a less favorable favourable net after-Tax position than the indemnified party Administrative Agent or the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect giving rise to such Tax the refund had not never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the any Lender or Administrative Agent or any Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it has been indemnified (including by the payment of additional amounts) any Credit Party pursuant to this Section 10.1 or Section 10.42.19, it shall pay over an amount equal to promptly remit the portion of such refund to the Borrower such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of taking into account all reasonable out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent or such LenderAgent, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect taxing authority which specifically relates to such refund)) than it would have been in if the Indemnified Taxes giving rise to such refund had never been imposed in the first instance; provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, relevant Credit Party agrees to repay to promptly return such indemnified party the amount paid over refund to the Borrower plus any penaltiesLender or Administrative Agent, interest or other charges imposed by as the relevant Governmental Authority case NAI-1537228099v31537241654v2 may be, in the event such indemnified party is required to repay such refund to such Governmental Authoritythe relevant taxing authority (including any interest and penalties). Notwithstanding anything to Nothing herein contained shall interfere with the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment right of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments Lender or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Administrative Agent to claim any tax refund or make available its Tax tax returns (or other confidential information or disclose any other information relating to its Taxes tax affairs or any computations in respect thereof or require any Lender or Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it deems confidential) to the Borrower or any other Personmay be entitled.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, Lender agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (f), in no event will the indemnified party be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 10.1(eparagraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender indemnified party to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower indemnifying party or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, determines in its sole discretion exercised in good faith, that it has actually received a refund of any Taxes as to which indemnification or additional amounts have been paid to it has been indemnified (including by the payment of additional amounts) a Loan Party pursuant to this Section 10.1 2.13, the Agent or Section 10.4such Lender, it as the case may be, shall promptly notify the Borrower of such refund and shall promptly pay over the relevant Loan Party an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party made under this Section 10.1 or Section 10.4 2.13 with respect to the Taxes giving rise to such refund); provided that such amount in such Person’s good faith opinion will leave it (after such reimbursement) in no worse economic position than it would have been in had the relevant Taxes for which the Loan Party paid such indemnification or additional amounts not been payable, net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable the case may be, in obtaining such refund, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, however, that the Borrowerrelevant Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower such Loan Party pursuant to this Section 2.13(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Agent or such Lender, as the case may be, in the event that the Agent or such indemnified party Lender is required to repay such refund to such Governmental AuthorityAuthority or such refund is subsequently denied. Notwithstanding anything in this Agreement to the contrary contrary, nothing in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e2.13(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower any Loan Party or any other Person.

Tax Refunds. If the Administrative Agent (a) a United Indemnitee or any Lender determines, in its sole discretion exercised in good faith, that it has received a Torch Indemnitee receives a refund (or a credit in lieu of a refund) of, or is entitled to a credit against Taxes otherwise payable as a result of, any Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 5.14 or (b) a United Indemnitee receives a refund (or a credit in lieu of a refund) of any Tax liability that was reflected in, reserved for or taken into account in the determination of ContentCo Indebtedness or ContentCo Working Capital (in each case, as finally determined pursuant to Section 10.41.7), it United or Torch, as applicable, shall pay over to the other party an amount equal to such refund to the Borrower (but only to the extent of indemnity payments madeor credit, or additional amounts paid, by determined on a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), “with and without” basis and net of all reasonable any reasonable, out-of-pocket expenses (including Taxes) of the Administrative Agent United Indemnitee or such LenderTorch Indemnitee, as applicable applicable, incurred in connection with the receipt of such refund or credit and without interest (other than any interest paid by the relevant Governmental Authority Entity with respect to such refund); provided that . At the Borrower, upon the reasonable request of the Administrative Agent indemnifying party, United or such LenderTorch shall file (and shall cause its applicable Subsidiaries to file) Tax Returns to obtain a refund of, agrees or credit in respect of, Taxes to repay to such indemnified party which the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower entitled pursuant to this Section 10.1(e6.6 (including, for the avoidance of doubt, a refund of or reduction in income Taxes otherwise payable by OpCo as a result of any indemnity payment made by Torch or any of its Subsidiaries pursuant to Section 5.14(a) in respect of income Taxes payable by OpCo; provided, that a party shall be required to file an amended Tax Return only at the payment expense of which would place the indemnified indemnifying party in a less favorable net after-Tax position than the indemnified party would have been in and only if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to filing of such Tax had Return would not been paid. This paragraph shall not reasonably be construed expected to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Personhave an adverse effect that is material.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, determines that it has received a refund of any Non-Excluded Taxes or Other Taxes, or if Borrower informs the Administrative Agent or Lender that a refund is available, as to which it the Administrative Agent or Lender has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 2.18, the Administrative Agent or Section 10.4, it Lender shall pay over to the Borrower an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 2.18 with respect to the Non-Excluded Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event that the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower Borrowers or any other Personperson. Notwithstanding anything to the contrary, in no event will any Lender be in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Non-Excluded Taxes or Other Taxes had never been paid.

Tax Refunds. If the Administrative Agent or any Lender party determines, in its sole reasonable discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts) amounts pursuant to this Section 10.1 or Section 10.4Section), it shall pay over to the indemnifying party an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party made under this Section 10.1 or Section 10.4 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower. Such indemnifying party, upon the request of the Administrative Agent or such Lenderindemnified party, agrees to shall repay to such indemnified party the amount paid over pursuant to the Borrower this paragraph (i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (i), in no event will the indemnified party be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 10.1(eparagraph (i) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender indemnified party to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower indemnifying party or any other Person.

Tax Refunds. If the any Lender or Administrative Agent or any Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it has been indemnified (including by the payment of additional amounts) any Credit Party pursuant to this Section 10.1 or Section 10.42.19, it shall pay over an amount equal to promptly remit the portion of such refund to the Borrower such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of taking into account all reasonable out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent or such LenderAgent, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect taxing authority which specifically relates to such refund)) than it would have been in if the Indemnified Taxes giving rise to such refund had never been imposed in the first instance; provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, relevant Credit Party agrees to repay to promptly return such indemnified party the amount paid over refund to the Borrower plus any penaltiesLender or Administrative Agent, interest or other charges imposed by as the relevant Governmental Authority case may be, in the event such indemnified party is required to repay such refund to such Governmental Authoritythe relevant taxing authority (including any interest and penalties). Notwithstanding anything to Nothing herein contained shall interfere with the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment right of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments Lender or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Administrative Agent to claim any tax refund or make available its Tax tax returns (or other confidential information or disclose any other information relating to its Taxes tax affairs or any computations in respect thereof or require any Lender or Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it deems confidential) to the Borrower or any other Person.may be entitled. (f)

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to the applicable Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the each Borrower, upon the request of the Administrative Agent or such LenderXxxxxx, agrees to repay to such indemnified party the amount paid over to the such Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the a Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower Borrowers or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.4‎Section 5.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 ‎Section 5.03 with respect to the Indemnified Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, Lender incurred as applicable a result of receiving such refund or in connection with paying over such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph ‎(g), in no event will the indemnified party Administrative Agent or a Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph ‎(g) the payment of which would place the indemnified party Administrative Agent or such Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph ‎Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender a Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such LenderBank, agrees to repay to the Administrative Agent or such indemnified party Bank the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) in the event the Administrative Agent or such indemnified party Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party Administrative Agent or any Bank be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (h) the payment of which would place the indemnified party Administrative Agent or such Bank in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Bank, as applicable, would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender Bank to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to the Administrative Agent or such indemnified party Lender the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (h) the payment of which would place the indemnified party Administrative Agent or such Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Lender, as applicable, would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.42.11, it shall pay over to the Borrower an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 2.11 with respect to the Indemnified Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); , provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (h) the payment of which would place the indemnified party Administrative Agent or such Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the any Borrower or any other Person.. NY\6260051.12

Tax Refunds. If the any Lender or Administrative Agent or any Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it has been indemnified (including by the payment of additional amounts) any Credit Party pursuant to this Section 10.1 or Section 10.42.19, it shall pay over an amount equal to promptly remit the portion of such refund to the Borrower such Credit Party that it determines in its sole discretion will leave it in no better or worse after‑tax financial position (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of taking into account all reasonable out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent or such LenderAgent, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect taxing authority which specifically relates to such refund)) than it would have been in if the Indemnified Taxes giving rise to such refund had never been imposed in the first instance; provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, relevant Credit Party agrees to repay to promptly return such indemnified party the amount paid over refund to the Borrower plus any penaltiesLender or Administrative Agent, interest or other charges imposed by as the relevant Governmental Authority case may be, in the event such indemnified party is required to repay such refund to such Governmental Authoritythe relevant taxing authority (including any interest and penalties). Notwithstanding anything to Nothing herein contained shall interfere with the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment right of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments Lender or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Administrative Agent to claim any tax refund or make available its Tax tax returns (or other confidential information or disclose any other information relating to its Taxes tax affairs or any computations in respect thereof or require any Lender or Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it deems confidential) to the Borrower or any other Personmay be entitled.

Tax Refunds. If the Administrative Agent or any Lender an Investor determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of a Credit Party or with respect to which such Credit Party has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.42.12, it shall pay over an amount equal to such refund to the Borrower such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan such Credit Party under this Section 10.1 2.12 with respect to the Indemnified Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such LenderInvestor (including any Taxes imposed with respect to such refund) as is determined by the Administrative Agent or Investor and in its sole discretion, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund net of any applicable Taxes); provided that the Borrowersuch Credit Party, upon the request of the Administrative Agent or such LenderInvestor, agrees to repay to such indemnified party as soon as reasonably practicable the amount paid over to the Borrower such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Investor in the event the Administrative Agent or such indemnified party Investor is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (6), in no event will the indemnified party Administrative Agent or any Investor be required to pay any amount to the Borrower any Credit Party pursuant to this Section 10.1(eparagraph (6) the payment of which would place the indemnified party Administrative Agent or such Investor in a less favorable favourable net after-Tax position than the indemnified party Administrative Agent or such Investor would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 2.12(6) shall not be construed to require the Administrative Agent or any Lender Investor to make available its Tax returns Returns (or any other information relating to its Taxes which it deems confidential) to the Borrower Credit Parties or any other Person, to arrange its affairs in any particular manner or to claim any applicable refund.

Tax Refunds. If the Administrative Agent or any Lender determines, determines in its sole discretion exercised in good faith, faith that it has received and retained a refund of any Taxes as to which it has been indemnified by the Borrower or a Guarantor (including by the payment of additional amounts) pursuant to this amounts under Section 10.1 or Section 10.45.2(1)), it shall pay over to the Borrower or applicable Guarantor, an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or and payment of additional amounts paid, by a Loan Party made under this Section 10.1 or Section 10.4 5.2 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such Lender or the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the BorrowerBorrower or Guarantor, upon the request of the Lender or Administrative Agent or such LenderAgent, agrees to shall repay to such indemnified party the amount paid over to the Borrower or Guarantor to the Lender or the Administrative Agent, as the case may be (plus any penalties, interest or other charges amounts imposed by the relevant Governmental Authority in the event Authority), if such indemnified party Lender or Administrative Agent is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e5.2(3), in no event will the indemnified party Administrative Agent or any Lender be required to pay any LEGAL_39694004.1 - 56 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT an amount to the Borrower or a Guarantor pursuant to this Section 10.1(e5.2(3) the payment of which would place the indemnified party Administrative Agent or the Lender, as the case may be, in a less favorable favourable net after-Tax position than the indemnified party Administrative Agent or the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect giving rise to such Tax the refund had not never been paid. This paragraph Section 5.2(3) shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the Borrower Borrower, a Guarantor or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party a Recipient be required to pay any amount to the Borrower a Loan Party pursuant to this Section 10.1(e) paragraph (h), the payment of which would place the indemnified party applicable Recipient in a less favorable net after-Tax position than the indemnified party Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.42.11, it shall pay over to the Borrower an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 2.11 with respect to the Indemnified Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); , provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (h) the payment of which would place the indemnified party Administrative Agent or such Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to the any Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to the applicable Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the each Borrower, upon the request of the Administrative Agent or such LenderXxxxxx, agrees to repay to such indemnified party the amount paid over to the such Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the a Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower Borrowers or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to the Administrative Agent or such indemnified party Lender the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(eparagraph (h), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(eparagraph (h) the payment of which would place the indemnified party Administrative Agent or such Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Lender, as applicable, would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion discretion, exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such indemnified party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e5.03(g), in no event will the indemnified party Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section 10.1(e5.03(g) the payment of which would place the indemnified party Administrative Agent or such Lender in a less favorable net after-Tax position than the indemnified party Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent Agent, a Lender or any Lender Issuing Bank determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts) amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent Agent, such Lender or such LenderIssuing Bank, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent Agent, such Lender or such LenderIssuing Bank, agrees to repay to such indemnified party the amount paid over to the Borrower pursuant to this Section 5.03(g) (plus any penalties, additions to tax, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent, such Lender or such Issuing Bank in the event the Administrative Agent, such indemnified party Lender or such Issuing Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e5.03(g), in no event will the indemnified party Administrative Agent, Lender or Issuing Bank be required to pay any amount to the Borrower pursuant to this Section 10.1(e5.03(g) the payment of which would place the indemnified party such Administrative Agent, Lender or Issuing Bank in a less favorable net after-Tax position than the indemnified party such Administrative Agent, Lender or Issuing Bank would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not never been paid. This paragraph Section 5.03(g) shall not be construed to require the Administrative Agent Agent, any Lender or any Lender Issuing Bank to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the any Lender or Administrative Agent or any Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it has been indemnified (including by the payment of additional amounts) any Credit Party pursuant to this Section 10.1 or Section 10.42.19, it shall pay over an amount equal to promptly remit the portion of such refund to the Borrower such Credit Party that it determines in its sole discretion will leave it in no better or worse aftertax financial position (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of taking into account all reasonable out-of-pocket outofpocket expenses (including Taxes) of the Lender or Administrative Agent or such LenderAgent, as applicable the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect taxing authority which specifically relates to such refund)) than it would have been in if the Indemnified Taxes giving rise to such refund had never been imposed in the first instance; provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, relevant Credit Party agrees to repay to promptly return such indemnified party the amount paid over refund to the Borrower plus any penaltiesLender or Administrative Agent, interest or other charges imposed by as the relevant Governmental Authority case may be, in the event such indemnified party is required to repay such refund to such Governmental Authoritythe relevant taxing authority (including any interest and penalties). Notwithstanding anything to Nothing herein contained shall interfere with the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment right of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments Lender or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Administrative Agent to claim any tax refund or make available its Tax tax returns (or other confidential information or disclose any other information relating to its Taxes tax affairs or any computations in respect thereof or require any Lender or Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it deems confidential) to the Borrower or any other Personmay be entitled.