Common use of Treatment of Certain Refunds Clause in Contracts

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuer, 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 LC Issuer in the event the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower any Credit Party or with respect to which the Borrower any Credit Party has paid additional amounts pursuant to this SectionSection 2.15, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party under this Section 2.15 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of (including Taxes) incurred by the Administrative Agent, Agent or such Lender or the LC IssuerLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, Agent or such Lender or the LC Issuer, agrees to repay the amount paid over to the Borrower any Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, or such Lender or the LC Issuer Lender, in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund amount to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 3.1 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Agent or a Lender or the LC Issuer reasonably determines, in its sole discretion, that it has received a refund of of, or a credit with respect to, any Taxes or Other Taxes as to which it has been indemnified by the any Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this Section, it shall pay to the such Borrower an amount equal to such refund or credit (only to the extent such credit is realized) (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, Agent or such Lender or the LC IssuerLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund or credit), ; provided that the each Borrower, upon the request of the Administrative Agent, Agent or such Lender or the LC IssuerLender, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, Agent or such Lender or the LC Issuer in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes (or a credit therefor) as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 2.12, it shall pay to the Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, Agent or any such Lender or the LC IssuerLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the Borrower, upon the request of the Administrative Agent, Agent or any such Lender or the LC IssuerLender, 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, Agent or any such Lender or the LC Issuer in the event the Administrative Agent, Agent or any such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection Section 2.12(g) shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Company or with respect to which the Borrower Company has paid additional amounts pursuant to this Section, it shall pay to the Borrower Company an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Company under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerCompany, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower Company (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event if the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Company or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowereach Loan Party, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Loan Parties or with respect to which the Borrower has Loan Parties have paid additional amounts pursuant to this Section, it shall pay to the Borrower applicable Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerLoan Parties, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower applicable Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event that the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection Section 3.01(g) shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Loan Parties or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 3.10, it shall pay to the 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 3.10 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer to make available its tax Tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified reimbursed 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 paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the BorrowerBorrower shall, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC L/C Issuer determines, in its sole discretiongood faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this SectionSection 3.01, it shall pay to the Borrower an amount equal to such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the case may be, L/C Issuer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the applicable Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative any Agent, any Lender or the LC L/C Issuer determines, in its sole discretiongood faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the any Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this Section, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative such Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the each Borrower, upon the request of the Administrative such Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative such Agent, such Lender or the LC L/C Issuer in the event the Administrative such Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative any Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the any Borrower has paid additional amounts pursuant to this SectionSection 2.15, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.15 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, agrees agree to repay the amount paid over to the applicable Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer an Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such any Lender or the LC Issueran Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such any Lender or the LC Issueran 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 any Lender or the LC Issuer an Issuing Bank in the event the Administrative Agent, such any Lender or the LC Issuer an Issuing Bank is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer an Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretionPermitted Discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that provided, that, the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer in the event the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer an Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the any Borrower or with respect to which the such Borrower has paid additional amounts pursuant to this Section, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the any Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the such Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Issuing Bank, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer such Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Bank to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that provided, that, the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any with respect to Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts sums pursuant to subsection (a) of this SectionSection 3.01, it shall promptly pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, made or additional amounts paid, sums paid by the Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund)) to the Borrower, net of all out-of-pocket expenses of the such Administrative Agent, such Lender Agent or the LC Issuer, as the case may be, Lender incurred in obtaining such refund (including any net increase in Taxes imposed with respect to such refund) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, provided however, that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuer, Borrower agrees to repay the promptly return such amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the applicable Administrative AgentAgent or Lender, as the case may be, if it receives notice from the applicable Administrative Agent or Lender that such Lender Administrative Agent or the LC Issuer in the event the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative an Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative such Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the written request of the Administrative such Agent, such Lender or the LC IssuerIssuing 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 such Agent, such Lender or the LC Issuer Issuing Bank in the event the Administrative such Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative any Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the such Borrower has paid additional amounts pursuant to this Section, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the such Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC any L/C Issuer determines, in its sole discretiongood faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC such L/C Issuer, 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 LC such L/C Issuer in the event if the Administrative Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, incurred in obtaining such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer an Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Issuing 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, such Lender or the LC Issuer such Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer reasonably determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Loan Parties or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Lead Borrower, with reasonable promptness following the date upon which it actually realizes such benefit, an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the case may beLender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerLoan Parties, upon the request of the Administrative AgentLender, such Lender or the LC Issuer, agrees agree to repay the amount paid over to the Lead Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer in the event that the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Loan Parties or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer any Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the any Borrower has paid additional amounts pursuant to this SectionSection 2.15, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.15 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, agrees agree to repay the amount paid over to the applicable Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower a Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerLoan Party, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection Section 3.01(g) shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower Company or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Issuing Bank or a Lender or the LC Issuer determines, determines in its sole discretion, discretion that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this Section, it shall promptly after such determination pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender Issuing Bank or the LC Issuersuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the such Borrower, upon the request of the Administrative Agent, such Lender Issuing Bank or the LC Issuersuch Lender, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, Agent or such Lender or the LC Issuer such Issuing Bank in the event the Administrative Agent, Agent or such Lender or the LC Issuer such Issuing Bank is later required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, or any Lender or the LC Issuer any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the such Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or the LC Issuer determines, in its good faith sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 3.01, it shall pay to the 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 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, Agent or such Lender or the LC IssuerLender, as the case may be, and withholding any amounts as required under applicable Law and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the Borrower, upon the request of the Administrative Agent, Agent or such Lender or the LC IssuerLender, 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, Agent and such Lender or the LC Issuer in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection (f) shall not be construed to require the Administrative Agent, Agent or any Lender to file its returns in a particular manner or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowereach Loan Party, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative any Agent, any Lender or the LC any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the any Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this Section, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative such Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the each Borrower, upon the request of the Administrative such Agent, such Lender or the LC such L/C Issuer, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative such Agent, such Lender or the LC such L/C Issuer in the event the Administrative such Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative either Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Company or with respect to which the Borrower Company has paid additional amounts pursuant to this Section, it shall pay to the Borrower Company an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Company under this - 72 - Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided PROVIDED that the BorrowerCompany, upon the request of the Administrative Agent, such Lender or the LC such L/C Issuer, agrees to repay the amount paid over to the Borrower Company (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC such L/C Issuer in the event the Administrative Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Company or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C ---------------------------- Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, -------- upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Administrative Agent receives a refund that it determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund is in respect of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, Section 2.16(a) it shall within thirty (30) days from the date of such receipt pay over the amount of such refund to the 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund), ) net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, such Lender or the LC Issuer, as the case may be, Administrative Agent and without interest (other than any interest paid by the relevant Governmental Authority taxation authority with respect to such refund), ; provided that the Borrower, upon the request of the Administrative Agent, Agent or such Lender or the LC IssuerXxxxxx, agrees to repay the amount paid over to the Borrower (plus any penaltiespenalty, interest or other charges imposed by the relevant Governmental Authoritytaxing authority) to the Administrative Agent, such Agent or any Lender or the LC Issuer in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund to such Governmental Authorityrefund. This subsection Section 2.16(f) shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax Tax returns (or any other information relating to its taxes that Taxes which it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowereach Loan Party, upon the request of the Administrative Agent, such Lender or the LC such L/C Issuer, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC such L/C Issuer in the event the Administrative Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender a Bank or the LC Issuer an Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 2.14, it shall pay to the 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 2.14 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender Bank or the LC Issuersuch Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender Bank or the LC Issuersuch 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 Bank or the LC Issuer such Issuing Bank in the event the Administrative Agent, such Lender Bank or the LC Issuer such Issuing Bank is required to repay such refund to such Governmental Authority. This subsection Section 2.14(d) shall not be construed to require the Administrative Agent, any Lender Bank or the LC Issuer any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this SectionSection 3.01, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the an Administrative Agent, any Lender or the LC any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the such Administrative Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowereach Loan Party, upon the request of the such Administrative Agent, such Lender or the LC such L/C Issuer, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the such Administrative Agent, such Lender or the LC such L/C Issuer in the event the such Administrative Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the either Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowereach Loan Party, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer an Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSubsection 1.13 or 1.14, it shall pay to the 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 Subsection 1.13 or 1.14 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Issuing 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, such Lender or the LC Issuer such Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Lender is required to repay such refund to such Governmental Authority. This subsection Subsection 1.15 shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretionreasonable discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 5.03, it shall pay to the 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 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, agrees agree 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection Section 5.03 shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax Tax returns (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer an Issuing Bank determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Obligor or with respect to which the Borrower has any Obligor have paid additional amounts pursuant to this Section, it shall pay to the Borrower such Obligor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Obligor under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowersuch Obligor, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Issuing Bank, agrees agree to repay the amount paid over to the Borrower such Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer such Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretionjudgment, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection Section shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer an Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Issuing 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, such Lender or the LC Issuer such Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer such Issuing Lender to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this SectionSection 3.01, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer in the event the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has have 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 paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer determines, in its sole discretion, Issuing Lender determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the such Borrower has paid additional amounts pursuant to this Section, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the such Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection Section shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Administrative Agent receives a refund that it determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund is in respect of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, Section 2.16(a) it shall within thirty (30) days from the date of such receipt pay over the amount of such refund to the 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund), ) net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, such Lender or the LC Issuer, as the case may be, Administrative Agent and without interest (other than any interest paid by the relevant Governmental Authority taxation authority with respect to such refund), ; provided that the Borrower, upon the request of the Administrative Agent, Agent or such Lender or the LC IssuerLender, agrees to repay the amount paid over to the Borrower (plus any penaltiespenalty, interest or other charges imposed by the relevant Governmental Authoritytaxing authority) to the Administrative Agent, such Agent or any Lender or the LC Issuer in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund to such Governmental Authorityrefund. This subsection Section 2.16(f) shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax Tax returns (or any other information relating to its taxes that Taxes which it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC L/C Issuer determines, in its sole discretion, that it has received receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this SectionSection 2.09, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.09 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, agrees to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Credit Party or with respect to which the Borrower such Credit Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowersuch Credit Party, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event if the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower any Credit Party or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Agent or a Lender or the LC Issuer determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection or Section 4.1, it shall pay to the 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 or Section 4.1 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, Agent or such Lender or the LC IssuerLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, Agent or such Lender or the LC IssuerLender, 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, Agent or such Lender or the LC Issuer in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer a Holder determines, in its sole discretiondiscretion and good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 2.16, it shall pay to the 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, Agent or such Lender or the LC Issuer, as the case may beHolder, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Holder, as applicable, 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 LC Issuer such Holder, as applicable, in the event the Administrative Agent, such Lender or the LC Issuer such Holder, as applicable, is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Holder to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC such L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC such L/C Issuer in the event the Administrative Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer any Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuersuch 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 LC Issuer such Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Bank is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Agent or any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower a Loan Party has paid additional amounts pursuant to this Section, it shall pay promptly to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent, such Lender Agent or the LC Issuersuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund net of any Taxes payable by any Agent or Lender), provided that the Borrowerapplicable Loan Party, upon the request of the Administrative Agent, such Lender Agent or the LC Issuersuch Lender, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Agent or such Lender or the LC Issuer in the event the Administrative Agent, such Agent or such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, such Agent or any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Agent or a Lender or the LC Issuer determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 3.10, it shall pay to the 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 3.10 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable and documented out-of-pocket expenses of the Administrative Agent, Agent or such Lender or the LC IssuerLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided provided, that the Borrower, upon the request of the Administrative Agent, Agent or such Lender or the LC Issuer, 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, Agent or such Lender or the LC Issuer in the event the Administrative Agent, Agent or such Lender or the LC Issuer is required to repay such refund or Tax credit to such Governmental Authority. This subsection clause shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax Tax returns (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its good faith sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax Tax returns (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If Unless required by applicable Laws, at no time shall the Administrative AgentAgent have any obligation to file for or otherwise pursue on behalf of a Lender or the LC Issuer, or have any obligation to pay to any Lender or the LC Issuer Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the LC Issuer, as the case may be. If any Recipient determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the any Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this SectionSection 3.01, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, (including Taxes) incurred by such Lender or the LC Issuer, as the case may beRecipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided provided, that the BorrowerBorrowers, upon the request of the Administrative AgentRecipient, such Lender or the LC Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer in the event the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.plus

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund)) within thirty (30) days after receipt of same, provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower a Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowersuch Loan Party, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower any Loan Party or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower a Loan Party has paid additional amounts pursuant to this Section, it shall pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowereach Loan Party, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event if the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower any Loan Party or any other Person.

Treatment of Certain Refunds. If the an Administrative Agent, any Lender or the LC an L/C Issuer determines, in its sole good faith discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this SectionSection 3.01, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-out of pocket expenses of the such Administrative Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the such Borrower, upon the request of the such Administrative Agent, such Lender or the LC such L/C Issuer, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the such Administrative Agent, such Lender or the LC such L/C Issuer in the event the if such Administrative Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the any Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax Tax returns (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other PersonBorrowers.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer an Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Issuing Lender, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer such Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Lender to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC such L/C Issuer, 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 LC such L/C Issuer in the event if the Administrative Agent, such Lender or the LC such L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC any L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Sectionsection, it shall pay to the 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 section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with 3.1with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, 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 LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund or credit (in lieu of such refund) of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refundrefund or credit), net of all reasonable and documented out-of-pocket expenses of the Administrative Agent, such Lender Agent or the LC Issuerany Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund or credit), provided provided, that the Borrower, upon the request of the Administrative Agent, such Lender Agent or the LC Issuerany 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, such Agent or any Lender or the LC Issuer in the event the Administrative Agent, such Agent or any Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or the LC Issuer to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuer, 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 LC Issuer in the event the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer determines, in its sole discretion, that it has received Issuing Lender receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the any Borrower or with respect to which the such Borrower has paid additional amounts pursuant to this Section, it shall pay to the such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the each Borrower, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower B&N or any other Person.

Treatment of Certain Refunds. If the Administrative AgentAgents, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative AgentAgents, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, provided that that, the BorrowerBorrowers, upon the request of the Administrative any Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative such Agent, such Lender or the LC L/C Issuer in the event the Administrative such Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative any Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer an Issuing Bank determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuersuch Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Issuing Bank, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer such Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer such Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrower Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event if the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section, it shall promptly pay to the Borrower such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowersuch Loan Party, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower any Loan Party or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer a Holder determines, in its sole discretiondiscretion and good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 2.19, it shall pay to the 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 2.19 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, Agent or such Lender or the LC Issuer, as the case may beHolder, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC Issuersuch Holder, as applicable, 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 LC Issuer such Holder, as applicable, in the event the Administrative Agent, such Lender or the LC Issuer such Holder, as applicable, is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer any Holder to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the an Administrative Agent, any a Lender or the LC Issuer an Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the such Administrative Agent, such Lender or the LC Issuersuch Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the such Administrative Agent, such Lender or the LC Issuersuch Issuing 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 such Administrative Agent, such Lender or the LC Issuer such Issuing Lender in the event the such Administrative Agent, such Lender or the LC Issuer such Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the any Administrative Agent, any Lender or the LC Issuer any Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this SectionSection 2.13, it shall pay to the Borrower within 30 days of receipt 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 2.13 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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 LC Issuer Issuing Bank in the event the Administrative Agent, such Lender or the LC Issuer Issuing Bank is required to repay such refund to such Governmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Bank to make available its tax returns (or any other information relating to its taxes that which it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or the LC Issuer Issuing Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the 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 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, such Lender or the LC IssuerIssuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the LC IssuerIssuing 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, such Lender or the LC Issuer Issuing Lender in the event the Administrative Agent, such Lender or the LC Issuer Issuing Lender is required to repay such refund to such Governmental Authority. This subsection paragraph HOUSTON\2059604 -43- shall not be construed to require the Administrative Agent, any Lender or the LC Issuer Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower Company or with respect to which the Borrower Company has paid additional amounts pursuant to this Section, it shall pay to the Borrower Company an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Company under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerCompany, upon the request of the Administrative Agent, such Lender or the LC L/C Issuer, agrees to repay the amount paid over to the Borrower Company (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the LC L/C Issuer in the event the Administrative Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Company or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Loan Parties or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Lead Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the BorrowerLoan Parties, upon the request of the Administrative such Agent, such Lender or the LC L/C Issuer, agrees agree to repay the amount paid over to the Lead Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative such Agent, such Lender or the LC L/C Issuer in the event the Administrative that such Agent, such Lender or the LC L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the LC L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower Loan Parties or any other Person.