Common use of Tax Refunds Clause in Contracts

Tax Refunds. If any Lender or Administrative Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it by any Credit Party pursuant to this Section 2.19, it shall promptly remit the portion of such refund to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account all out-of-pocket expenses of the Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant 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, that the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 returns or other confidential information or disclose any information relating to its 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 may be entitled.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or it has been indemnified (including by the payment of additional amounts have been paid to it by any Credit Party amounts) pursuant to this Section 2.1910.1 or Section 10.4, it shall promptly remit the portion of 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 Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, applicable and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if ; provided that the Indemnified Taxes giving rise Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such refund had never been indemnified party the amount paid over to the Borrower plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any interest 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 penalties)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. Nothing herein contained This paragraph shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If any the Administrative Agent, a Lender or Administrative Agent the Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section 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 the Issuing Bank, as applicable, shall pay over such refund amount to the Borrower (but only to the extent of indemnity payments made, or additional amounts have been paid paid, by the Borrower under Section 2.14 with respect to it by any Credit Party pursuant to this Section 2.19, it shall promptly remit the portion of such refund Taxes giving rise to such Credit Party refund, and only to the extent that the Administrative Agent, the Lender or Issuing Bank, as applicable, is satisfied, acting reasonably, that it determines in may do so without prejudice to its sole discretion will leave it in no better or worse after-tax financial position (taking into account right, as against the relevant Governmental Authority, to retain such refund), net of all out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent, such Lender or the Issuing Bank, as applicable, that such Person, as applicable. reasonably determines will leave it (after that payment) in the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates to such refund)) than same after tax position it would have been in if the had such Indemnified Taxes giving rise to such refund not been deducted, withheld or otherwise imposed and the indemnification payments had never been imposed in the first instancepaid; provided, that the relevant Credit Party agrees to promptly return such refund to Borrower, upon the Lender or request of the Administrative Agent, as such Lender or the case may beIssuing Bank, in shall repay the event amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such party Lender or the Issuing Bank if the Administrative Agent or such Lender is required to repay such refund to the relevant taxing authority (including any interest and penalties)such Governmental Authority. Nothing herein contained in Section 2.14 shall (a) interfere with the right of a the Administrative Agent, any Lender or Administrative Agent the Issuing Bank to arrange its tax affairs in whatever manner it thinks fit nor oblige and, in particular, none of the Administrative Agent, any Lender or Administrative Agent the Issuing Bank shall be under any obligation to claim any tax available refund or relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, reliefs, credits or deductions available to it, or (b) require the Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrower or any computations other Person. Notwithstanding anything to the contrary in respect thereof or require this Section 2.14(5), in no event shall the Administrative Agent, any Lender or Administrative Agent the Issuing Bank be required to do anything that pay any amount to the Borrower pursuant to this Section 2.14(5) the payment of which would prejudice its ability to benefit from any other refundsplace such party in a less favourable after-Tax position than such party would have been in if Indemnified Taxes had not been deducted, credits, reliefs, remissions withheld or repayments to which it may be entitledotherwise imposed and no additional amounts or indemnification payments had been paid.

Tax Refunds. If any Lender or the Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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 relevant Credit Party Borrower, upon the request of the Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event the Administrative Agent or such party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including any interest and penaltiesg). Nothing herein contained shall interfere with , in no event will the right of a Lender or Administrative Agent or Lender be required to arrange its tax affairs pay any amount to the Borrower pursuant to this paragraph (g) the payment of which would place the Administrative Agent or Lender in whatever manner it thinks fit nor oblige a less favorable net after-Tax position than the Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender or Administrative Agent to claim any tax refund or make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If any the Administrative Agent or a Lender or Administrative Agent Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or any Guarantor or with respect to which the Borrower or any Guarantor has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or such Credit Party that it determines in its sole discretion will leave it in no better Guarantor under this Section 5.03 with respect to the Indemnified Taxes or worse after-tax financial position (taking into account Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or Administrative Agent, as the case may be, Issuing Bank and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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, that the relevant Credit Party Borrower, upon the request of the Administrative Agent or such Lender or Issuing Bank, agrees to promptly return such refund repay the amount paid over to the Borrower or any Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, Issuing Bank in the event the Administrative Agent or such party Lender or Issuing Bank is required to repay such refund to such Governmental Authority. This Section 5.03 shall not be construed to require the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent Issuing Bank to claim any tax refund or make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If any Lender or the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to subsection 2.7B(ii) or (iii), it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts have been paid paid, by the Borrower under this subsection 2.7B(ii) or (iii) with respect to it by any Credit Party pursuant to this Section 2.19, it shall promptly remit the portion of such refund Indemnified Taxes and Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including any net income or similar taxes imposed with respect to amounts paid by Borrower pursuant to subsection 2.7B(ii) or (iii)) of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates with respect to such refund), provided that (i) than it would have been in if the Indemnified Taxes giving rise Borrower, upon the request of the Administrative Agent or such Lender, agrees to such refund had never been repay the amount paid over to the Borrower (plus any interest imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund taxing authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event the Administrative Agent or such party Lender is required to repay such refund to such taxing authority), and (ii) neither the relevant taxing authority (including Administrative Agent, nor any interest and penalties)Lender, shall be required to pay any amounts pursuant to this subsection 2.7B(iv)(e) at any time during which an Event of Default exists. Nothing herein contained This subsection 2.7B(iv)(e) shall interfere with not be construed to require either the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If any Lender or the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the Administrative Agent or Lender in a less favorable net after-Tax position than it the Administrative Agent or Lender would have been in if the Indemnified Taxes indemnification payments or additional amounts giving rise to such refund had never been imposed in paid. This Section 5.03 shall not be construed to require the first instance; provided, that the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent, any Lender Lender, or Administrative Agent the Issuing Bank determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the such Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent, such Lender, or the Issuing Bank agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender, or the Issuing Bank in the event Administrative Agent, such 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 paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than it the indemnified party would have been in if the Indemnified Taxes indemnification payments or additional amounts giving rise to such refund had never been imposed in the first instance; provided, that the relevant Credit Party agrees paid. This paragraph shall not be construed to promptly return such refund require any indemnified party to the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to the indemnifying party 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 may be entitledPerson.

Tax Refunds. If any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts have been paid to it paid, by any Credit Party pursuant to the Borrower under this Section 2.19, it shall promptly remit with respect to the portion of such refund Indemnified Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent, as the case may besuch Lender, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund), provided that the Borrower, upon the request of such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) than it would have been in if the Indemnified Taxes giving rise to such refund had never been imposed in the first instance; provided, that the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, in the event such party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including h), in no event will any interest and penalties). Nothing herein contained shall interfere with Lender be required to pay any amount to a Borrower pursuant to this paragraph (h) the right payment of which would place a Lender in a less favorable net after-Tax position than the applicable Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or Administrative Agent otherwise imposed and the indemnification payments or additional amounts with respect to arrange its tax affairs in whatever manner it thinks fit nor oblige such Tax had never been paid. This subsection shall not be construed to require any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to any Borrower 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 may be entitledPerson.

Tax Refunds. If any Lender or Administrative Agent party determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have it has been paid to it by any Credit Party indemnified pursuant to this Section 2.195.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall promptly remit pay to the portion of indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent, as the case may be, such indemnified party and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if . Such indemnifying party, upon the Indemnified Taxes giving rise request of such indemnified party, shall repay to such refund had never been indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including f), in no event will the indemnified party be required to pay any interest amount to an indemnifying party pursuant to this paragraph (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 penalties)giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Nothing herein contained This paragraph shall interfere with the right of a Lender or Administrative Agent not be construed to arrange its tax affairs in whatever manner it thinks fit nor oblige require any Lender or Administrative Agent indemnified party to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to the indemnifying party or any computations in respect thereof or require any Lender or Administrative Agent other Person.”; and (d) adding the following paragraphs (g) and (h) to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.the end thereof:

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, determines in its sole discretion, good faith that it has received and retained a refund in respect of any Indemnified Taxes as to which indemnification it has been indemnified by the Borrower or a Guarantor (including by payment of additional amounts have been paid to it by any Credit Party pursuant to this under Section 2.195.2(1)), it shall promptly remit pay to the portion of Borrower or applicable Guarantor, an amount equal to such refund (but only to the extent of indemnity payments and payment of additional amounts made under this Section 5.2 with respect to the Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including Taxes) of such Lender or the Administrative Agent and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower or Guarantor, upon the request of the Lender or Administrative Agent, shall repay the amount paid over to the Borrower or Guarantor to the Lender or the Administrative Agent, as the case may bebe (plus any penalties, and without interest (or other than any interest paid amounts imposed by the relevant taxing authority which specifically relates Governmental Authority), if such Lender or Administrative Agent is required 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, that the relevant Credit Party agrees to promptly return repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.2(3), in no event will the Administrative Agent or any Lender be required to pay an amount to the Borrower or a Guarantor pursuant to this Section 5.2(3) the payment of which would place the Administrative AgentAgent or the Lender, as the case may be, in a less favourable net after-Tax position than the event such party is required to repay such refund Administrative Agent or the Lender would have been in if the indemnification payments or additional amounts giving rise to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 returns or other confidential information or disclose any information relating to its 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 may be entitledhad never been paid.

Tax Refunds. If any Lender or Administrative Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it by any Credit Party pursuant to this Section 2.19, it shall promptly remit the portion of such refund to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax after‑tax financial position (taking into account all out-of-pocket expenses of the Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant 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, that the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 returns or other confidential information or disclose any information relating to its 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 may be entitled.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or it has been indemnified (including by the payment of additional amounts have been paid to it by any Credit Party amounts) pursuant to this Section 2.1910.1 or Section 10.4, it shall promptly remit the portion of 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 Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, applicable and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if ; provided that the Indemnified Taxes giving rise each Borrower, upon the request of the Administrative Agent or such Xxxxxx, agrees to repay to such refund had never been indemnified party the amount paid over to such Borrower plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any interest amount to 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 penalties)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. Nothing herein contained This paragraph shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrowers 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event Administrative Agent or such 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 paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than it the indemnified party would have been in if the Indemnified Taxes indemnification payments or additional amounts giving rise to such refund had never been imposed in the first instance; provided, that the relevant Credit Party agrees paid. This paragraph shall not be construed to promptly return such refund require any indemnified party to the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to the indemnifying party 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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 relevant Credit Party Borrower, upon the request of the Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event the Administrative Agent or such party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including h), in no event will a Recipient be required to pay any interest amount to a Loan Party pursuant to this paragraph (h), the payment of which would place the applicable Recipient in a less favorable net after-Tax position than the Recipient would have been in if the Tax subject to indemnification and penalties)giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Nothing herein contained This Section 5.03 shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If any Lender or Administrative Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it by any Credit Party pursuant to this Section 2.19, it shall promptly remit the portion of such refund to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax aftertax financial position (taking into account all out-of-pocket outofpocket expenses of the Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant 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, that the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 returns or other confidential information or disclose any information relating to its 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 may be entitled.

Tax Refunds. If the Agent or any Lender or Administrative Agent determines, determines in its sole discretion, discretion that it has actually received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it by any Credit a Loan Party pursuant to this Section 2.192.13, it the Agent or such Lender, as the case may be, shall promptly remit notify the portion Borrower of such refund and shall promptly pay the relevant Loan Party an amount equal to such Credit Party refund (but only to the extent of indemnity payments made under this Section 2.13 with respect to the Taxes giving rise to such refund); provided that it determines such amount in its sole discretion such Person’s good faith opinion will leave it (after such reimbursement) in no better worse economic position than it would have been in had the relevant Taxes for which the Loan Party paid such indemnification or worse after-tax financial position (taking into account additional amounts not been payable, net of all reasonable out-of-pocket expenses of the Lender Agent or Administrative Agentsuch Lender, as the case may be, in obtaining such refund, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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, however, that the relevant Credit Party Loan Party, upon the request of the Agent or such Lxxxxx, agrees to promptly return repay the amount paid over to such refund Loan Party pursuant to this Section 2.13(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender Agent or Administrative Agentsuch Lender, as the case may be, in the event that the Agent or such party Lender is required to repay such refund to such Governmental Authority or such refund is subsequently denied. Notwithstanding anything in this Agreement to the relevant taxing authority (including any interest and penalties). Nothing herein contained contrary, nothing in this Section 2.13(g) shall interfere with be construed to require the right of a Lender Agent or Administrative Agent 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 any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to any Loan Party 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 may be entitledPerson.

Tax Refunds. (a) If any Lender or Administrative Agent Protected Party determines, in its sole discretiondiscretion (exercised in good faith), that it has received a refund in respect of any Indemnified Taxes Tax as to which indemnification or additional amounts have it has been paid to it by any Credit Party indemnified pursuant to this Section 2.19Clause 12 (including by the payment of additional amounts pursuant to Clause 12.2 (Tax gross-up)) (the “Relevant Refund”), it shall promptly remit pay to the portion indemnifying party (the “Indemnifying Party”) an amount equal to the Relevant Refund (but only to the extent of such refund indemnity payments made under this Clause 12 with respect to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account the Taxes giving rise to the Relevant Refund), net of all out-of-pocket expenses of the Lender or Administrative Agent, as the case may be, (including Taxes) incurred by that Protected Party and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Agency with respect to the Relevant Refund). The Indemnifying Party shall, upon the request of the relevant Protected Party, repay to that Protected Party the amount paid over pursuant to this paragraph (a) (plus any penalties, interest or other charges imposed by the relevant Governmental Agency) in the event that the relevant Protected Party is required to repay the Relevant Refund to such refund)Governmental Agency. (b) Notwithstanding anything to the contrary in this Clause 12.4, in no event will a Protected Party be required to pay any amount to the Indemnifying Party pursuant to this Clause 12.4, the payment of which would place that Protected Party in a less favourable net after-Tax position than it that Protected Party would have been in if the Indemnified Taxes indemnification payments or additional amounts giving rise to such refund the Relevant Refund had never been imposed in the first instance; provided, that the relevant Credit paid. (c) This Clause 12.4 shall not be construed to require any Protected Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to the Indemnifying Party 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 may be entitledperson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.192.11, it shall promptly remit pay to the portion of Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.11 with respect to the Indemnified Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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 relevant Credit Party Borrower, upon the request of the Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event the Administrative Agent or such party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including any interest and penaltiesh). Nothing herein contained shall interfere with , in no event will the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to claim indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent or any tax refund or Lender to make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to any Borrower 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 may be entitled.Person. NY\6260051.12

Tax Refunds. If any Lender or an Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the such Administrative Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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, that the relevant Credit Party Borrower, upon the request of such Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event such party Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including any interest and penaltiescontrary in this Section 5.03(h). Nothing herein contained shall interfere with , in no event will the right of a Lender or applicable Administrative Agent or Lender be required to arrange its tax affairs pay any amount to the Borrower pursuant to this Section 5.03(h) the payment of which would place the applicable Administrative Agent or Lender in whatever manner it thinks fit nor oblige a less favorable net-after Tax position than 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, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 5.03 shall not be construed to require any Administrative Agent or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.192.11, it shall promptly remit pay to the portion of Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.11 with respect to the Indemnified Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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 relevant Credit Party Borrower, upon the request of the Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event the Administrative Agent or such party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including any interest and penaltiesh). Nothing herein contained shall interfere with , in no event will the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to claim indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent or any tax refund or Lender to make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to any Borrower 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 may be entitledPerson.

Tax Refunds. If the Agent or any Lender or Administrative Agent determines, determines in its sole discretion, discretion that it has actually received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it by any Credit a Loan Party pursuant to this Section 2.192.13, it the Agent or such Lender, as the case may be, shall promptly remit notify the portion Borrower of such refund and shall promptly pay the relevant Loan Party an amount equal to such Credit Party refund (but only to the extent of indemnity payments made under this Section 2.13 with respect to the Taxes giving rise to such refund); provided that it determines such amount in its sole discretion such Person’s good faith opinion will leave it (after such reimbursement) in no better worse economic position than it would have been in had the relevant Taxes for which the Loan Party paid such indemnification or worse after-tax financial position (taking into account additional amounts not been payable, net of all reasonable out-of-pocket expenses of the Lender Agent or Administrative Agentsuch Lender, as the case may be, in obtaining such refund, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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, however, that the relevant Credit Party Loan Party, upon the request of the Agent or such Lender, agrees to promptly return repay the amount paid over to such refund Loan Party pursuant to this Section 2.13(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender Agent or Administrative Agentsuch Lender, as the case may be, in the event that the Agent or such party Lender is required to repay such refund to such Governmental Authority or such refund is subsequently denied. Notwithstanding anything in this Agreement to the relevant taxing authority (including any interest and penalties). Nothing herein contained contrary, nothing in this Section 2.13(g) shall interfere with be construed to require the right of a Lender Agent or Administrative Agent 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 any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to any Loan Party 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or it has been indemnified (including by the payment of additional amounts have been paid to it by any Credit Party amounts) pursuant to this Section 2.1910.1 or Section 10.4, it shall promptly remit the portion of 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 Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, applicable and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if ; provided that each Borrower, upon the Indemnified Taxes giving rise request of the Administrative Agent or such Xxxxxx, agrees to repay to such refund had never been indemnified party the amount paid over to such Borrower plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any interest amount to 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 penalties)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. Nothing herein contained This paragraph shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrowers 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 may be entitledPerson.

Tax Refunds. If any Lender or the Administrative Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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, that the relevant Credit Party Borrower, upon the request of the Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event the Administrative Agent or such party Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including any interest and penaltiesh). Nothing herein contained shall interfere with , in no event will the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place 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 claim the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any tax refund or Lender to make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, determines in its sole discretion, good faith that it has received and retained a refund in respect of any Indemnified Taxes as to which indemnification it has been indemnified by the Borrower or a Guarantor (including by payment of additional amounts have been paid to it by any Credit Party pursuant to this under Section 2.195.2(1)), it shall promptly remit pay to the portion of Borrower or applicable Guarantor, an amount equal to such refund (but only to the extent of indemnity payments and payment of additional amounts made under this Section 5.2 with respect to the Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including Taxes) of such Lender or the Administrative Agent and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower or Guarantor, upon the request of the Lender or Administrative Agent, shall repay the amount paid over to the Borrower or Guarantor to the Lender or the Administrative Agent, as the case may bebe (plus any penalties, and without interest (or other than any interest paid amounts imposed by the relevant taxing authority which specifically relates Governmental Authority), if such Lender or Administrative Agent is required 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, that the relevant Credit Party agrees to promptly return repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.2(3), in no event will the Administrative Agent or any Lender be required to pay LEGAL_39694004.1 - 56 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT an amount to the Borrower or a Guarantor pursuant to this Section 5.2(3) the payment of which would place the Administrative AgentAgent or the Lender, as the case may be, in a less favourable net after-Tax position than the event such party is required to repay such refund Administrative Agent or the Lender would have been in if the indemnification payments or additional amounts giving rise to the relevant taxing authority (including any interest and penalties)refund had never been paid. Nothing herein contained This Section 5.2(3) shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to the Borrower, a Guarantor 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 may be entitledPerson.

Tax Refunds. If any Lender or the Administrative Agent determines, in its sole discretion, or Lender determines that it has received a refund in respect of any Indemnified Non-Excluded Taxes or Other Taxes, or if Borrower informs the Administrative Agent or Lender that a refund is available, as to which indemnification the Administrative Agent or Lender has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.192.18, it the Administrative Agent or Lender shall promptly remit pay to the portion of Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.18 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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 relevant Credit Party Borrower, upon the request of the Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event that the Administrative Agent or such party Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to Borrowers or any computations other person. Notwithstanding anything to the contrary, in respect thereof or require 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 Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitledOther Taxes had never been paid.

Tax Refunds. If The Shareholders shall be entitled to any Lender refunds (or Administrative Agent determinescredits in lieu thereof) of or against any Taxes of the Acquired Companies paid in a Pre-Closing Tax Period or for which they have indemnified Parent pursuant to Article IX, in its sole discretion, that it has received a refund in respect except to the extent such refunds or credits (i) are attributable to the carryback of any Indemnified Taxes 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 of its Affiliates (including, after the Closing, an Acquired Company) receives a Tax Refund to which indemnification or additional amounts have been paid to it by any Credit Party the Shareholders are entitled pursuant to the first sentence of this Section 2.196.1(g), it Parent shall promptly remit pay or cause to be paid the portion amount of such refund to such Credit Party that it determines Tax Refund (net of any reasonable costs incurred in its sole discretion will leave it in no better or worse after-tax financial position (taking into account all out-of-pocket expenses of the Lender or Administrative Agentconnection with receipt thereof, as the case may be, and without interest (other than but including any interest paid by a Governmental Authority in respect of such Tax Refund) to the relevant taxing authority which specifically relates Paying Agent (for further distribution to such refund)the Shareholders) than it would have been in if within 10 days after the Indemnified Taxes giving rise to receipt of such refund had never been imposed in or application of such credit. Notwithstanding the first instance; provided, that the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may beforegoing, in the event such party is required to repay such refund that any Tax Refund for which Parent made a payment to the relevant taxing authority Paying Agent (including any interest and penaltiesfor further distribution to the Shareholders) is subsequently disallowed (each, a “Disallowed Tax Benefit”). Nothing herein contained , the Indemnifying Securityholders shall interfere with the right pay an amount equal to such Disallowed Tax Benefit to Parent within five (5) days of a Lender or Administrative Agent 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 returns or other confidential information or disclose any information relating to its 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 may be entitledsuch disallowance.

Tax Refunds. If any Lender or the Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses of the such Administrative Agent or such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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, that the relevant Credit Party Borrower, upon the request of such Administrative Agent or such Lender, agrees to promptly return such refund repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Administrative Agent or such Lender or Administrative Agent, as the case may be, in the event such party Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including any interest and penaltiescontrary in this Section 5.03(h). Nothing herein contained shall interfere with , in no event will the right of a Lender or applicable Administrative Agent or Lender be required to arrange its tax affairs pay any amount to the Borrower pursuant to this Section 5.03(h) the payment of which would place the applicable Administrative Agent or Lender in whatever manner it thinks fit nor oblige a less favorable net-after Tax position than 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, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If any the Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification it has been indemnified by any Co-Borrower or with respect to which any Co-Borrower has paid additional amounts pursuant to this Section, it shall pay over such refund (or the amount of any credit in lieu of refund) to applicable Co-Borrower (but only to the extent of indemnity payments made, or additional amounts have been paid to it paid, by any Credit Party pursuant to such Co-Borrower under this Section 2.19, it shall promptly remit with respect to the portion of Taxes giving rise to such refund to such Credit Party that it determines or credit in its sole discretion will leave it in no better or worse after-tax financial position (taking into account lieu of refund), net of all out-of-pocket expenses of the Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund or credit in lieu of refund), provided that the Co-Borrower, upon the request of the Lender, agrees to repay the amount paid over to the Co-Borrower (plus any interest, penalties or other charges imposed by the relevant Governmental Authority) to the Lender in the event 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 paragraph 7257764v.2 (e), in no event will the Lender be required to pay any amount to the applicable Co-Borrower pursuant to this paragraph if the payment of such amount would place the Lender in a less favorable net after-Tax position than it would have been in if the Indemnified Taxes giving rise Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such refund Tax had never been imposed paid. Nothing in the first instance; provided, that the relevant Credit Party agrees this paragraph (e) shall be construed to promptly return such refund to require the Lender or Administrative Agent, as the case may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 returns or any other confidential information or disclose any information relating to its tax affairs taxes that it deems confidential to the Co-Borrower 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 may be entitledPerson.

Tax Refunds. If any Lender or Administrative Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have been paid to it by any Credit Party pursuant to this Section 2.19, it shall promptly remit the portion of such refund to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account all out-of-pocket expenses of the Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant 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, that the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case NAI-1537228099v31537241654v2 may be, in the event such party is required to repay such refund to the relevant taxing authority (including any interest and penalties). Nothing herein contained shall interfere with the right of a Lender or Administrative Agent 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 returns or other confidential information or disclose any information relating to its 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 may be entitled.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or it has been indemnified (including by the payment of additional amounts have been paid to it by any Credit Party amounts) pursuant to this Section 2.1910.1 or Section 10.4, it shall promptly remit the portion of 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 Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, applicable and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if ; provided that each Borrower, upon the Indemnified Taxes giving rise request of the Administrative Agent or such Lender, agrees to repay to such refund had never been indemnified party the amount paid over to such Borrower plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any interest amount to 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 penalties)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. Nothing herein contained This paragraph shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrowers 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 may be entitledPerson.

Tax Refunds. If any Lender or the Administrative Agent or a Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.195.03, it shall promptly remit the portion of pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including Taxes) of the Lender Administrative Agent or Administrative Agent, as the case may be, such Bank and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect 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 relevant Credit Party Borrower, upon the request of the Administrative Agent or such Bank, agrees to promptly return such refund repay to the Lender Administrative Agent or Administrative Agentsuch Bank the amount paid over to the Borrower (plus any penalties, as interest or other charges imposed by the case may be, relevant Governmental Authority) in the event the Administrative Agent or such party Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including any interest and penaltiesh). Nothing herein contained shall interfere with , in no event will the right of a Lender or Administrative Agent or any Bank be required to arrange its tax affairs in whatever manner it thinks fit nor oblige pay any Lender or amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent or such Bank in a less favorable net after-Tax position than the Administrative Agent or such Bank, as applicable, would have been in if the Tax subject to claim indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any tax refund or Bank to make available its tax returns (or any other confidential information or disclose any information relating to its tax affairs taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or it has been indemnified (including by the payment of additional amounts have been paid to it by any Credit Party amounts) pursuant to this Section 2.1910.1 or Section 10.4, it shall promptly remit the portion of 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 Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, applicable and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if ; provided that the Indemnified Taxes giving rise each Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such refund had never been indemnified party the amount paid over to such Borrower plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any interest amount to 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 penalties)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. Nothing herein contained This paragraph shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrowers 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 may be entitledPerson.

Tax Refunds. If any Lender or Administrative Agent party determines, in its sole discretionreasonable discretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or additional amounts have it has been paid to it by any Credit Party indemnified pursuant to this Section 2.19(including by the payment of additional amounts pursuant to this Section), it shall promptly remit pay to the portion of indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all out-of-pocket expenses (including Taxes) of the Lender or Administrative Agent, as the case may be, such indemnified party and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if . Such indemnifying party, upon the Indemnified Taxes giving rise request of such indemnified party, shall repay to such refund had never been indemnified party the amount paid over pursuant to this paragraph (i) (plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including i), in no event will the indemnified party be required to pay any interest amount to an indemnifying party pursuant to this paragraph (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 penalties)giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Nothing herein contained This paragraph shall interfere with the right of a Lender or Administrative Agent not be construed to arrange its tax affairs in whatever manner it thinks fit nor oblige require any Lender or Administrative Agent indemnified party to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes that it deems confidential) to the indemnifying party 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 may be entitledPerson.

Tax Refunds. If the Administrative Agent or any Lender or Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes as to which indemnification or it has been indemnified (including by the payment of additional amounts have been paid to it by any Credit Party amounts) pursuant to this Section 2.1910.1 or Section 10.4, it shall promptly remit the portion of 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 Credit Party that it determines in its sole discretion will leave it in no better or worse after-tax financial position (taking into account refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Lender Administrative Agent or Administrative Agentsuch Lender, as the case may be, applicable and without interest (other than any interest paid by the relevant taxing authority which specifically relates Governmental Authority with respect to such refund)) than it would have been in if ; provided that the Indemnified Taxes giving rise Borrower, upon the request of the Administrative Agent or such Xxxxxx, agrees to repay to such refund had never been indemnified party the amount paid over to the Borrower plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund to the Lender or Administrative Agent, as the case may be, Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority (including contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any interest 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 penalties)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. Nothing herein contained This paragraph shall interfere with not be construed to require the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige or any Lender or Administrative Agent to claim any tax refund or make available its tax Tax returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Borrower 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 may be entitledPerson.

Tax Refunds. If any Lender or the Administrative Agent or an Investor determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification it has been indemnified by a Credit Party or with respect to which such Credit Party has paid additional amounts have been paid to it by any Credit Party pursuant to this Section 2.192.12, it shall promptly remit the portion of pay over an amount equal to such refund to such Credit Party that it determines in its sole discretion will leave it in no better (but only to the extent of indemnity payments made, or worse after-tax financial position (taking into account additional amounts paid, by such Credit Party under this Section 2.12 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender Administrative Agent or such Investor (including any Taxes imposed with respect to such refund) as is determined by the Administrative Agent, as the case may beAgent or Investor and in its sole discretion, and without interest (other than any interest paid by the relevant taxing authority which specifically relates to such refund)) than it would have been in if the Indemnified Taxes giving rise Governmental Authority with respect to such refund had never been net of any applicable Taxes); provided that such Credit Party, upon the request of the Administrative Agent or such Investor, agrees to repay as soon as reasonably practicable the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed in the first instance; provided, that by the relevant Credit Party agrees to promptly return such refund Governmental Authority) to the Lender Administrative Agent or Administrative Agent, as the case may be, such Investor in the event the Administrative Agent or such party Investor is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority contrary in this paragraph (including any interest and penalties6). Nothing herein contained shall interfere with , in no event will the right of a Lender or Administrative Agent or any Investor be required to arrange its tax affairs in whatever manner it thinks fit nor oblige pay any Lender or amount to any Credit Party pursuant to this paragraph (6) the payment of which would place the Administrative Agent or such Investor in a less favourable net after-Tax position than the Administrative Agent or such Investor would have been in if the Tax subject to claim indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.12(6) shall not be construed to require the Administrative Agent or any tax refund or Investor to make available its tax returns Tax Returns (or any other confidential information or disclose any information relating to its tax affairs Taxes which it deems confidential) to the Credit Parties or any computations other Person, to arrange its affairs in respect thereof any particular manner or require to claim 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 may be entitledapplicable refund.