Common use of Treatment of Certain Refunds Clause in Contracts

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 a Lender or any Issuing Bank determines, in its sole discretion, that it respective Tax Related Persons 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or its respective Tax Related Persons (including any Issuing BankTaxes imposed with respect to such refund), as is determined by the case may beAdministrative Agent, Lender or its respective Tax Related Persons in reasonable discretion, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit), ; provided that the Borrower, upon the written request of the Administrative Agent, any such Lender or any Issuing Bankits respective Tax Related Persons, 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, any such Lender or any Issuing Bank its respective Tax Related Persons, in the event the Administrative Agent, any such Lender or any Issuing Bank its respective Tax Related Persons is required to repay such refund or credit to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or its respective Tax Related Persons to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrower or any other Person. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 a Lender or any the Issuing Bank 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 2.162.12 (including additional amounts paid by a Loan Party pursuant to this Section 2.12), it shall pay to the Borrower applicable indemnifying party 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 2.16 2.12 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the Borrowerapplicable indemnifying party, upon the request of the Administrative Agent, any such Lender or any the Issuing Bank, agrees to repay the amount paid over pursuant to the Borrower this Section 2.12 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (iSection 2.12(f), in no event will the Administrative Agent, the Issuing Bank or any Lender or any Issuing Bank be required to pay any amount to the Borrower an indemnifying party pursuant to this paragraph (iSection 2.12(f) the payment of which would place the Administrative Agent Agent, Issuing Bank or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank or Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection Section 2.12(f) shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank to make available its tax returns or its books or records (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 any Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ih), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ih) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any Issuing Bank 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any an Issuing Bank determines, in its sole discretion, that it has received a refund (or credit (in lieu of such refund) of any Covered 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 2.16Section, 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 2.16 with respect to the Covered Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or such Lender in a less favorable net position after-Tax position Taxes than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any Issuing Bank 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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, Agent or any Lender or any Issuing Bank determines, in its sole good faith discretion, that it has received a refund (or credit in lieu of such refund) cash of any Taxes or Other Indemnified Taxes as to which it has been indemnified by the Borrower a Credit Party or with respect to which the Borrower a Credit Party has paid additional amounts pursuant to this Section 2.163.01, it shall promptly 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 a Credit Party under this Section 2.16 3.01 with respect to the Taxes or Other Indemnified Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, Agent or such Lender (including any Lender or any Issuing BankTaxes), as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental AuthorityAuthority (other than any penalties arising from the gross negligence or willful misconduct of the Administrative Agent or the Lender as determined in a final, non-appealable judgment by a court of competent jurisdiction)) to the Administrative Agent, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Such Lender or Administrative Agent, such Lender as the case may be, shall, at the Borrower’s reasonable request, provide the Borrower with a copy of any notice of assessment or such Issuing Bank would have been in if other evidence reasonably satisfactory to the indemnification payments or additional amounts giving rise Borrower of the requirement to repay such refund had never been paidreceived from the relevant taxing authority. This subsection shall not be construed to require the Administrative Agent, or any Lender or any 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 any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any such 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 or creditrefund), provided that the such Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any such Lender or any such Issuing Bank in the event the Administrative Agent, any such Lender or any such Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ih), in no event will the Administrative Agent, any such Lender or any such Issuing Bank be required to pay any amount to the a Borrower pursuant to this paragraph (ih) the payment of which would place the Administrative Agent Agent, such Lender or such Lender Issuing Bank in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Letter of Credit Issuer, or have any obligation to pay to any Lender or the Letter of Credit Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Letter of Credit Issuer, as the case may be. If the Administrative Agent, any Lender or any Issuing Bank the Letter of Credit 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 pursuant to this Section 4.01 (including the Borrower or with respect to which the Borrower has paid payments of additional amounts pursuant to this Section 2.164.01), it shall pay to the applicable 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 2.16 4.01 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any Issuing Bankthe Letter of Credit Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Bankthe Letter of Credit 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, any such Lender or any Issuing Bank the Letter of Credit Issuer in the event the Administrative Agent, any such Lender or any Issuing Bank the Letter of Credit Issuer is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, any Lender or any Issuing Bank the Letter of Credit Issuer be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or Agent, such Lender or the Letter of Credit Issuer in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank the Letter of Credit Issuer would have been in if the Tax subject to indemnification payments or additional amounts and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection paragraph (f) shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank the Letter of Credit 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. Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender or Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the incurred by Administrative Agent, any such Lender or any Issuing BankBank , as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any 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, any such Lender or any Issuing Bank in the event the Administrative Agent, any such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, any such Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or Agent, such Lender or Issuing Bank in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. Subject to the last sentence in Section 5.4(c), at no time shall the Administrative Agent or any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower any Credit Party or with respect to which the Borrower any Credit Party has paid additional amounts pursuant to this Section 2.16Section, it the Administrative Agent or such Lender (as applicable) shall promptly 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 Credit Parties under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including any Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)In such event, in no event will the Administrative AgentAgent or such Lender, any Lender or any Issuing Bank be required to pay any amount to as the case may be, shall, at the Borrower’s request, provide the Borrower pursuant with a copy of any notice of assessment or other evidence of the requirement to this paragraph repay such refund received from the relevant taxing authority (i) the payment of which would place provided that the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paidmay delete any information therein that it deems confidential). This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 any Credit Party or any other Person.

Treatment of Certain Refunds. If Unless required by applicable Laws, at no time shall the Administrative Agent, Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Lender or any Issuing Bank the Administrative Agent 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 2.162.14, 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 2.16 2.14 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by such Lender or the Administrative Agent, any Lender or any 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 or creditrefund), provided that the Borrower, upon the request of such Lender or the Administrative Agent, any Lender or any 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 such Lender or the Administrative Agent, any Lender or any Issuing Bank Agent in the event such Lender or the Administrative Agent, any Lender or any Issuing Bank Agent is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)subsection, in no event will the Administrative Agent, any applicable Lender or any Issuing Bank the Administrative Agent be required to pay any amount to the Borrower pursuant to this paragraph (i) subsection the payment of which would place such Lender or the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank the Administrative Agent to make available its tax 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 Administration Agent, any Lender or any L/C Issuer shall become aware that it is entitled to claim a refund from a Governmental Authority in respect of the Indemnified Taxes or Other Taxes paid by the Borrower pursuant to this Section 3.01, the Administrative Agent or such Lender or such L/C Issuer, as applicable, shall promptly notify the Borrower of the availability of such refund claim and, if the Administrative Agent or such Lender or L/C Issuer, as applicable, determines in good faith that making a claim for a refund will not have an adverse effect on its Taxes or business operations, shall, within 60 days after receipt of a request by the Borrower, make a claim to such Governmental Authority for such refund. If the Administrative Agent, any Lender or any Issuing Bank L/C 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any Issuing Banksuch 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Banksuch 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, any such Lender or any Issuing Bank such L/C Issuer in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise L/C Issuer is required to repay such refund to such refund had never been paidGovernmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank such L/C 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 a Lender or any the Issuing Bank Lender 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 2.16(including additional amounts paid by any Credit Party pursuant to this Section), it shall pay to the Borrower indemnifying party an amount equal to such refund or credit (but only to the extent of additional amounts or indemnity payments made, or additional amounts paid, by the Borrower made under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrowersuch indemnifying party, upon the request of the Administrative Agent, any such Lender or any the Issuing BankLender, agrees to repay the amount paid over pursuant to the Borrower this Section (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank Lender in the event the Administrative Agent, any such Lender or any the Issuing Bank Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, any the Issuing Lender or any Issuing Bank Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this paragraph (ig) the payment of which would place the Administrative Agent Agent, Issuing Lender or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Issuing Lender or such Issuing Bank Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank Lender to make available its tax Tax returns or its books or records (or any other information relating to its taxes 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 any the Issuing Bank Lender determines, in its sole reasonable 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 2.16(including additional amounts paid by the Borrower pursuant to this Section), it shall pay to the Borrower applicable indemnifying party 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrowerapplicable indemnifying party, upon the request of the Administrative Agent, any such Lender or any the Issuing BankLender, agrees to repay the amount paid over pursuant to the Borrower this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank Lender in the event the Administrative Agent, any such Lender or any the Issuing Bank Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, any the Issuing Lender or any Issuing Bank Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this paragraph (if) the payment of which would place the Administrative Agent Agent, Issuing Lender or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Issuing Lender or such Issuing Bank Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank Lender to make available its tax returns or its books or records (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 any an Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Covered Taxes or Other Taxes as to which it has been indemnified by the Borrower any Obligor or with respect to which the Borrower any Obligor has paid additional amounts pursuant to this Section 2.162.15, 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 2.16 any Obligor with respect to the Covered Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender or any the Issuing Bank in the event the Administrative Agent, any Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ih), in no event will the Administrative Agent, any Lender or any the Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ih) the payment of which would place the Administrative Agent or Agent, such Lender or the Issuing Bank in a less favorable net position after-Tax position Taxes than the Administrative Agent, such Lender or such the Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank to make available its tax returns or its books or records (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 any an Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. At no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any Issuing Bank L/C Issuer determines, in its sole discretiondiscretion exercised reasonably, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Indemnified 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 2.163.01, 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 2.16 3.01 with respect to the Taxes or Other Indemnified Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any Issuing Banksuch L/C Issuer, as the case may be, related to the receipt of such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Banksuch 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, any such Lender or any Issuing Bank such L/C Issuer in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise L/C Issuer is required to repay such refund to such refund had never been paidGovernmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank L/C 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. Notwithstanding anything to the contrary in this subsection, in no event will the Administrative Agent, such Lender or such L/C Issuer be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Administrative Agent, such Lender or such L/C Issuer in a less favorable after-Tax position than the Administrative Agent, such Lender or such L/C Issuer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid.

Treatment of Certain Refunds. Subject to the last sentence in Section 3.01(c), at no time shall the Administrative Agent or any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section 2.16Section, it the Administrative Agent or such Lender (as applicable) shall pay to the Lead 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 Loan Parties under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including any Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Lead Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, agrees 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)In such event, in no event will the Administrative AgentAgent or such Lender, as the case may be, shall, at the Lead Borrower’s request, provide the Lead Borrower with a copy of any Lender notice of assessment or any Issuing Bank be required other evidence of the requirement to pay any amount to repay such refund received from the Borrower pursuant to this paragraph relevant taxing authority (i) the payment of which would place provided that the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paidmay delete any information therein that it deems confidential). This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 any Loan Party or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Agent or a Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16Section, 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 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other person. Notwithstanding anything to the contrary in this paragraph (i)contrary, in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments Indemnified Taxes or additional amounts Other Taxes giving rise to such refund had never been paid. This subsection shall not be construed to require imposed in the Administrative Agent, any Lender or any 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 Personfirst instance.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or creditrefund); provided that, provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 any an Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any an Issuing Bank determines, in its sole discretion, exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund or credit had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 the Canadian Administrative Agent, the Multi-Currency Payment Agent, a Lender or any the Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any the Canadian Administrative Agent or the Multi-Currency Payment Agent, such Lender or any the 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 or creditrefund), provided that the each Borrower, upon the request of the Administrative Agent, any the Canadian Administrative Agent or the Multi-Currency Payment Agent, such Lender or any the Issuing Bank, as the case may be, 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, any the Canadian Administrative Agent or the Multi-Currency Payment Agent, such Lender or any the Issuing Bank in the event the Administrative Agent, any the Canadian Administrative Agent or the Multi-Currency Payment Agent, such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this This paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, the Canadian Administrative Agent or the Multi-Currency Payment Agent, any Lender or any the Issuing Bank to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower Borrowers or any other Person. In the event of any inconsistency between this Section 5.08 and Section 3.9 of Annex A in respect of amounts owing under Annex A, Section 3.9 of Annex A shall supersede this Section 5.08.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or including any credit of any Taxes in lieu of such a refund) of any Covered 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 2.162.14, 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 2.16 with respect to the Covered Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing BankLender, 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 Lender or any Issuing Bank in the event the Administrative Agent, Agent or any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ig) the payment of which would place the Administrative Agent or such Lender in a less favorable net position after-Tax position Taxes than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any such Lender or any Issuing Bank in the event the Administrative Agent, any such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)subsection, in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) subsection to the extent such payment of which would place the Administrative Agent or such any Lender in a less favorable net after-Tax position than the Administrative Agent, such Agent or any Lender or such Issuing Bank would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any Issuing Bank the L/C 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 Applicable Borrower or with respect to which the Applicable Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Applicable Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Applicable Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any Issuing Bankthe 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 or creditrefund), provided that the Applicable Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Bankthe L/C Issuer, agrees 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, any such Lender or any Issuing Bank the L/C Issuer in the event the Administrative Agent, any such Lender or any Issuing Bank the L/C Issuer is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to At the contrary in this paragraph (i)request of the Applicable Borrower, in no event will the Administrative Agent, any Lender or the L/C Issuer shall take reasonable efforts to pursue any Issuing Bank be required to pay any amount to refund of Taxes withheld or deducted from funds paid for the Borrower pursuant to this paragraph (i) the payment account of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than or the L/C Issuer, as the case may be, so long as the Administrative Agent, such Lender or the L/C Issuer, as the case may be, determines, in its sole discretion, that such Issuing Bank efforts would have been not result in if the indemnification payments any additional costs, expense or additional amounts giving rise risks or be otherwise disadvantageous to such refund had never been paidit. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank the L/C 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 Applicable Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a 75911819_12 Lender or an L/C Issuer, or have any obligation to pay to any Lender or an L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any Issuing Bank L/C 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 (each, a “Tax Benefit”) 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 2.163.01, it shall pay to the Borrower an amount equal to such refund or credit Tax Benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.16 3.01 with respect to the Taxes or Other Taxes giving rise to such refund or creditTax Benefit), net of all reasonable and documented out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any Issuing Banksuch 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Banksuch 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, any such Lender or any Issuing Bank such L/C Issuer in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if L/C Issuer within a reasonable time after receipt of written notice that the indemnification payments Administrative Agent, such Lender or additional amounts giving rise such L/C Issuer is required to repay such Tax Benefit to such refund had never been paidGovernmental Authority. This subsection (f) shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank L/C 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole and reasonable 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 Borrowers, Intermediate Holdings or Holdings, as the case may be, or with respect to which the Borrower Borrowers, Intermediate Holdings or Holdings, as the case may be, has paid additional amounts pursuant to this Section 2.163.01, it shall pay to the Borrower Borrowers, Intermediate Holdings or Holdings, as the case may be, an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers, Intermediate Holdings or Holdings, as the case may be, under this Section 2.16 3.01 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the BorrowerBorrowers, Intermediate Holdings or Holdings, as the case may be, upon the request of the Administrative AgentAgent or such Lender, any Lender or any Issuing Bank, agrees agree to repay the amount paid over to the Borrower Borrowers, Intermediate Holdings or Holdings, as the case may be (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the event the Administrative Agent, Agent or such Lender or is required to repay such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise refund to such refund had never been paidGovernmental Authority. This subsection (g) shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 Borrowers, Intermediate Holdings, Holdings or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any the Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall shall, within 30 days from the date making such determination, 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 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this This paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the 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 Personperson. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any an Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any an Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ih), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ih) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. (i) If any payment is made by the Borrower to or for the account of any Payee after deduction either for or on account of any Taxes or Other Taxes, and an indemnity payment or additional amounts are paid by the Borrower pursuant to this Section 2.16, then, if such Payee determines, in its sole discretion, that it is entitled to a refund of such Taxes or Other Taxes, such Payee shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, apply for such refund and reimburse to the Borrower such amount of any refund received (net of reasonable out-of-pocket expenses incurred) as such Payee shall determine, in its sole discretion, to be attributable to the relevant Taxes or Other Taxes; and (ii) if the Administrative Agent, any Lender Agent or any Issuing Bank Payee 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing Banksuch Payee, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that that, in case of both (i) and (ii) the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch Payee, 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, any Lender Agent or any Issuing Bank such Payee in the event the Administrative Agent, any Lender Agent or any Issuing Bank such Payee is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this This paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender Agent or any Issuing Bank Payee 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 either Administrative Agent, any a Lender or any the Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the such Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the BorrowerBorrowers, upon the request of the either Administrative Agent, any such Lender or any the Issuing Bank, 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 such Administrative Agent, any such Lender or any the Issuing Bank in the event the such Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything If and to the contrary in this paragraph (i)extent that any Lender is able, in its sole opinion, to apply or otherwise take advantage of any offsetting tax credit or other similar tax benefit arising out of or in conjunction with any deduction or withholding which gives rise to an obligation of a Borrower to pay any additional amount pursuant to this Section 2.15, then such Lender shall, to the extent that in its sole opinion it can do so without prejudice to the retention of the amount of such credit or benefit and without any other adverse tax consequences for such Lender, reimburse such Borrower at such time as such tax credit or benefit shall have actually been received by such Lender such amount as such Lender shall, in its sole opinion, have determined to be attributable to the relevant deduction or withholding and as will leave such Lender in no better or worse position than it would have been in if the payment of such additional amount had not been required (net of all out-of-pocket expenses of such Administrative Agent, such Lender or the Issuing Bank, as the case may be); provided that the Borrowers upon the request of either Administrative Agent, such Lender or the Issuing Bank agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event will the Governmental Authority successfully challenges such tax credits or other tax benefits. This section shall not be construed to require either Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 Borrowers or any other Personperson. Notwithstanding anything to the contrary, in no event will any Administrative Agent, any Lender or the Issuing Bank be required to pay any amount to Borrowers the payment of which would place such Lender, such Administrative Agent or the Issuing Bank in a less favorable net after-tax position than such Lender, such Administrative Agent or the Issuing Bank would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. Unless required by applicable law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid to or for the account of a Lender. If the Administrative Agent, any Lender or any an Issuing Bank 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 2.16Section, as soon as practicable after it is determined that such refund pertains to 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. The Administrative Agent, the Lender or the Issuing Bank, as applicable, upon the request of the Borrower, shall provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Government Authority (provided that the Administrative Agent, the Lender or the Issuing Bank, as applicable, may delete any information therein that it deemed confidential). Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any an Issuing Bank to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicable Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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, Agent or any Lender or any Issuing Bank determines, in its good faith sole discretion, that it has received a refund (in cash or credit in lieu of such refundas an offset against other taxes otherwise then due and payable) 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 2.16section, 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 2.16 3.01 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental AuthorityAuthority other than penalties, interest and other charges arising out of the willful misconduct or gross negligence of Administrative Agent or such Lender) to the Administrative Agent, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the event the Administrative Agent, Agent or such Lender or is required to repay such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise amount to such refund had never been paidGovernmental Authority. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to the Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent or the Paying Agent have any obligation to file for or otherwise pursue on behalf of a Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent, the Paying Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit or offset against an Excluded Tax in lieu of such refunda cash refund of a Tax or Other Tax) 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 2.16Section, it shall shall, unless an Event of Default has occurred and is continuing, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund (or creditcredit or offset)), net of all reasonable Taxes resulting from such refund and out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender the Paying Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund (or creditcredit or offset)), provided that the Borrower, upon the request of the Administrative Agent, any Lender the Paying Agent or any Issuing Banksuch 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, any the Paying Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, the Paying Agent or any Lender or any Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidentialconfidential in its sole good faith discretion) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any the Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable and documented out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any the Issuing Bank, agrees to repay the amount paid over to the Borrower pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph subsection (if), in no event will the Administrative Agent, the Issuing Bank or any Lender or any Issuing Bank be required to pay any amount to the Borrower an indemnifying party pursuant to this paragraph subsection (if) the payment of which would place the Administrative Agent Agent, Issuing Bank or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank or Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that which it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicable Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any Issuing Bank to make available its tax 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 either Administrative Agent, any a Lender or any the Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the such Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the BorrowerBorrowers, upon the request of the either Administrative Agent, any such Lender or any the Issuing Bank, 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 such Administrative Agent, any such Lender or any the Issuing Bank in the event the such Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything If and to the contrary in this paragraph (i)extent that any Lender is able, in its sole opinion, to apply or otherwise take advantage of any offsetting tax credit or other similar tax benefit arising out of or in conjunction with any deduction or withholding which gives rise to an obligation of a Borrower to pay any additional amount pursuant to this Section 2.15, then such Lender shall, to the extent that in its sole opinion it can do so without prejudice to the retention of the amount of such credit or benefit and without any other adverse tax consequences for such Lender, reimburse such Borrower at such time as such tax credit or benefit shall have actually been received by such Lender such amount as such Lender shall, in its sole opinion, have determined to be attributable to the relevant deduction or withholding and as will leave such Lender in no better or worse position than it would have been in if the payment of such additional amount had not been required. (net of all out-of-pocket expenses of such Administrative Agent, such Lender or the Issuing Bank, as the case may be); provided that the Borrowers upon the request of either Administrative Agent, such Lender or the Issuing Bank agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event will the Governmental Authority successfully challenges such tax credits or other tax benefits. This section shall not be construed to require either Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 Borrowers or any other Personperson. Notwithstanding anything to the contrary, in no event will any Administrative Agent, any Lender or the Issuing Bank be required to pay any amount to Borrowers the payment of which would place such Lender, such Administrative Agent or the Issuing Bank in a less favorable net after-tax position than such Lender, such Administrative Agent or the Issuing Bank would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. At no time shall the Administrative Agent or any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section 2.16Section, it the Administrative Agent or such Lender (as applicable) 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 Loan Parties under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including any Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. In such event, the Administrative Agent or such Lender, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that the Administrative Agent or such Lender may delete any information therein that it deems confidential). Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower a Loan Party pursuant to this paragraph (ig) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 any Loan Party or any other Person.

Treatment of Certain Refunds. If Upon the reasonable request of any Loan Party, the Lenders and the Administrative Agent agree to use their reasonable efforts to cooperate with such Loan Party (at such Loan Party’s expense) in obtaining a refund of any Indemnified Taxes or Other Taxes paid by such Loan Party, whether directly to a Governmental Authority or pursuant to Section 2.15(c), that such Loan Party reasonably believes were not correctly or legally asserted by the relevant Governmental Authority so long as the Lender or the Administrative Agent, as the case may be, determines in good faith that the efforts would not result in any unreimbursed costs, expenses or be otherwise materially disadvantageous to it. If the Administrative Agent or a Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section 2.162.15, it shall promptly pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 2.15 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the BorrowerBorrowers, upon the request of the Administrative AgentAgent or such Lender, any Lender or any 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will Such Lender or the Administrative Agent, as the case may be, shall at any Lender Borrower’s reasonable request, provide Borrowers with a copy of any notice of assessment or any Issuing Bank be required other evidence reasonably satisfactory to pay any amount Borrowers of the requirement to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to repay such refund had never been paidreceived from the relevant taxing authority. This subsection paragraph shall not be construed to require the Administrative Agent, Agent or any Lender or any Issuing Bank to make available its tax returns or its books or records Tax Returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Personperson. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrowers the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. If the Administrative Agent, any Agent or a Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 any Loan Party has paid additional amounts pursuant to this Section 2.162.14, it shall pay over such refund 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 2.16 2.14 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Administrative Agent, any Agent or such Lender or any 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Agent or such Lender or any 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)Section, in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) Section the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Agent or Lender or such Issuing Bank would have been in if the Tax subject to indemnification payments or additional amounts and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection Section shall not be construed to require the Administrative Agent, Agent or any Lender or any 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. At no time shall the Administrative Agent or any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section 2.16Section, it the Administrative Agent or such Lender (as applicable) 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 Loan Parties under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-of- pocket expenses (including any Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. In such event, the Administrative Agent or such Lender, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that the Administrative Agent or such Lender may delete any information therein that it deems confidential). Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower a Loan Party pursuant to this paragraph (ig) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 any Loan Party or any other Person.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent any Lender or any Issuing Bank determines, in its sole discretiongood faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)subsection, in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) subsection the payment of which would place the Administrative Agent or such any Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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. Unless required by applicable law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid to or for the account of a Lender. If the Administrative Agent, any Lender or any an Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Subject to the last sentence in Section 5.4(c), at no time shall the Administrative Agent or any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower any Credit Party or with respect to which the Borrower any Credit Party has paid additional amounts pursuant to this Section 2.16Section, it the Administrative Agent or such Lender (as applicable) shall promptly pay to the applicable 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 Credit Parties under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including any Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the such Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)In such event, in no event will the Administrative AgentAgent or such Lender, as the case may be, shall, at such Borrower’s request, provide such Borrower with a copy of any Lender notice of assessment or any Issuing Bank be required other evidence of the requirement to pay any amount to repay such refund received from the Borrower pursuant to this paragraph relevant taxing authority (i) the payment of which would place provided that the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paidmay delete any information therein that it deems confidential). This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 any Credit Party or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any the Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Covered 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 2.162.15, 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 2.16 with respect to the Covered Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any the 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 or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender or any the Issuing Bank in the event the Administrative Agent, any Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, any Lender or any the Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ig) the payment of which would place the Administrative Agent or Agent, such Lender or the Issuing Bank in a less favorable net position after-Tax position Taxes than the Administrative Agent, such Lender or such the Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, the Issuing Bank or any Lender or any 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 any Issuing Bank the L/C 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 either or both of the Borrower Borrowers or with respect to which the any Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, made by the such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any Issuing Bankthe 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 or creditrefund), provided that the each Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Bankthe 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, any such Lender or any Issuing Bank the L/C Issuer in the event the Administrative Agent, any such Lender or any Issuing Bank the L/C Issuer is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, any Lender or any Issuing Bank the L/C Issuer be required to pay any amount to the any Borrower pursuant to this paragraph (ig) the payment of which would place the Administrative Agent Agent, any Lender or such Lender the L/C Issuer in a less favorable net after-Tax position than the Administrative Agent, such any Lender or such Issuing Bank the L/C Issuer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank the L/C Issuer to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If Upon the reasonable request of any Loan Party, the Lenders and the Administrative Agent agree to use their reasonable efforts to cooperate with such Loan Party (at such Loan Party’s expense) in obtaining a refund of any Indemnified Taxes or Other Taxes paid by such Loan Party, whether directly to a Governmental Authority or pursuant to Section 2.16(c), that such Loan Party reasonably believes were not correctly or legally asserted by the relevant Governmental Authority so long as the Lender or the Administrative Agent, as the case may be, determines in good faith that the efforts would not result in any unreimbursed costs, expenses or be otherwise materially disadvantageous to it. If the Administrative Agent or a Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section 2.16, it shall promptly pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the BorrowerBorrowers, upon the request of the Administrative AgentAgent or such Lender, any Lender or any 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will Such Lender or the Administrative Agent, as the case may be, shall at any Lender Borrower’s reasonable request, provide Borrowers with a copy of any notice of assessment or any Issuing Bank be required other evidence reasonably satisfactory to pay any amount Borrowers of the requirement to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to repay such refund had never been paidreceived from the relevant taxing authority. This subsection paragraph shall not be construed to require the Administrative Agent, Agent or any Lender or any Issuing Bank to make available its tax returns or its books or records Tax Returns (or any other information relating to its taxes that it deems confidential) to the Borrower Borrowers or any other Personperson. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrowers the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any an Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any an Issuing Bank to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any Issuing Bank to make available its tax 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. Unless required by applicable Laws, at no time shall the Administrative Agent or the Paying Agent have any obligation to file for or otherwise pursue on behalf of a Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent (on behalf of itself or the Paying Agent, ) or any Lender or any Issuing Bank determines, in its sole discretion, that it (or the Paying Agent) has received a refund (or credit or offset against an Excluded Tax in lieu of such refunda cash refund of a Tax or Other Tax) 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 2.16Section, it shall shall, unless an Event of Default has occurred and is continuing, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund (or creditcredit or offset)), net of all reasonable Taxes resulting from such refund and out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender the Paying Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund (or creditcredit or offset)), provided that the Borrower, upon the request of the Administrative Agent, any Lender the Paying Agent or any Issuing Banksuch 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 and/or the Paying Agent, any as the case may be, or such Lender or any Issuing Bank in the event the Administrative Agent, any the Paying Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, the Paying Agent or any Lender or any Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidentialconfidential in its sole good faith discretion) to the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Indemnified 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 Section 2.165.4, it the Administrative Agent or such Lender (as applicable) shall promptly 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 Credit Parties under this Section 2.16 5.4 with respect to the Taxes or Other Indemnified Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including any Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. In such event, the Administrative Agent or such Lender, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that the Administrative Agent or such Lender may delete any information therein that it deems confidential). Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower an indemnifying party pursuant to this paragraph (if) the payment of which would place the Administrative Agent or such any Lender in a less favorable net after-Tax position than the Administrative Agent, such Agent or any Lender or such Issuing Bank would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any Issuing Bank to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower any Credit Party or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund (or credit in lieu of such refund) of any Covered 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 2.162.14, 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 2.16 with respect to the Covered Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing BankLender, 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 Lender or any Issuing Bank in the event the Administrative Agent, Agent or any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ig) the payment of which would place the Administrative Agent or such Lender in a less favorable net position after-Tax position Taxes than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Taxes (including any tax credit in lieu of a refund) 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of actually incurred by the Administrative Agent, any Lender Agent or any Issuing Bank, as the case may besuch Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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 AgentAgent or such Lender, any Lender or any Issuing Bank as the case may be, in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection Section shall not be construed to require the Administrative Agent, Agent or any Lender or any 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, Agent or any Lender determines, in its sole discretion, that it is entitled to receive a refund (whether by way of a direct payment or by offset) of any Indemnified Taxes or Other Taxes that would reasonably be considered allocable to or resulting from any increase in the amounts paid by the Borrowers or any Issuing Bank indemnification by any Borrower pursuant to this Section 2.12, it shall promptly notify the Borrowers of the availability of such refund and shall, within thirty (30) days after the receipt of a request from the Borrowers at the Borrowers’ sole cost and expense, apply for such refund with the Borrowers being responsible for any incremental costs associated with such refund request. If Agent or any Lender determines, in its sole discretion, that it has received a refund (or credit as described 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 2.16preceding sentence), it shall pay to the Borrower Borrowers, within thirty (30) days from the date of such receipt, an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the BorrowerBorrowers, upon the request of Agent or such Lender to the Administrative Agent, any Lender or any Issuing BankBorrowers, 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing the Fronting Bank determines, in its sole discretiondiscretion exercised in good faith, 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 a Borrower or with respect to which the such Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 3.01 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including excluding Taxes) of the Administrative Agent, any such Lender or any Issuing the Fronting Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditwhich shall not be subject to the limitations set forth in the immediately preceding parenthetical), provided that the such Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing the Fronting Bank, agrees to repay the amount paid over to the such Borrower (plus any penaltiespenalties (other than any penalties attributable to gross negligence of or fraud or willful misconduct by such Administrative Agent, such Lender or the Fronting Bank as determined by a court of competent jurisdiction by a final and nonappealable judgment), interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any Issuing the Fronting Bank in the event the Administrative Agent, any such Lender or any Issuing the Fronting Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)subsection, in no event will the Administrative Agent, any Lender or any Issuing Bank applicable Recipient be required to pay any amount to the any Borrower pursuant to this paragraph (i) subsection the payment of which would place the Administrative Agent or such Lender Recipient in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing the Fronting 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 such Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any the Issuing Bank determines, which determination shall be made in its sole reasonable discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16Section, 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 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this This paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the 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 Personperson. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrower to the extent that such payment would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Issuing Bank, or have any obligation to pay to any Lender or the Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Issuing Bank, as the case may be. If the Administrative Agent, any Lender or any the Issuing Bank 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 any Borrower or with respect to which the such Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any the 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 or creditrefund), provided that the such Borrower, upon the request of the Administrative Agent, any such Lender or any the 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, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the 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 any Borrower or any other Person.

Treatment of Certain Refunds. At no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any Issuing Bank L/C Issuer determines, in its sole discretiondiscretion exercised reasonably, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Indemnified 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 2.163.01, 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 2.16 3.01 with respect to the Taxes or Other Indemnified Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any Issuing Banksuch L/C Issuer, as the case may be, related to the receipt of such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Banksuch 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, any such Lender or any Issuing Bank such L/C Issuer in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise L/C Issuer is required to repay such refund to such refund had never been paidGovernmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank L/C 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. Notwithstanding anything to the contrary in this subsection, in no event will the Administrative Agent, such Lender or such L/C Issuer be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Administrative Agent, such Lender or such L/C Issuer in a less favorable net after-Tax position than the Administrative Agent, such Lender or such L/C Issuer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any the Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.165.03, 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 2.16 5.03 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the 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 or creditrefund), provided that the . The Borrower, upon the request of the Administrative Agent, any Lender or any the Issuing Bank, agrees shall repay to repay the Administrative Agent, such Lender or the Issuing Bank the amount paid over pursuant to the Borrower this paragraph (i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to in the event that the Administrative Agent, any such Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (iSection 5.03(i), in no event will the Administrative Agent, any Lender or any the Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (iSection 5.03(i) to the extent such payment of which would place the Administrative Agent or Agent, such Lender or the Issuing Bank in a less favorable net after-Tax position than the Administrative Agent, such Lender or such the Issuing Bank would have been in if the tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund had never been paid. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Issuing Lender, or have any obligation to pay to any Lender or the Issuing Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Issuing Lender, as the case may be. If the Administrative Agent, any Lender or any the Issuing Bank determines, in its sole discretion, that it has received Lender receives 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 Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any the Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the BorrowerBorrowers, upon the request of the Administrative Agent, any such Lender or any the Issuing BankLender, 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, any such Lender or any the Issuing Bank Lender in the event the Administrative Agent, any such Lender or any the Issuing Bank Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank Lender 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 Borrowers or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.162.15, 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 2.16 2.15 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or creditrefund); provided that, provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Bank or the Issuing Bank, or have any obligation to pay to any Bank or the Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Bank or the Issuing Bank, as the case may be. If the Administrative Agent, any Lender Bank or any the Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Taxes (whether received in cash or as an overpayment applied by the Administrative Agent, such Bank or the Issuing Bank to offset an amount of Tax otherwise due and payable) 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 Section 2.16Section, it shall pay to the Borrower such Credit Party an amount equal to such refund or credit within 180 days of the receipt thereof (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender such Bank or any the 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 or creditrefund), provided that the Borrowereach Credit Party, upon the request of the Administrative Agent, any Lender such Bank or any the Issuing Bank, 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, any Lender such Bank or any the Issuing Bank in the event the Administrative Agent, any Lender such Bank or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender Bank or any the 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 Representative or any other Person. The Administrative Agent, Bank or Issuing Bank, as the case may be, shall, at the Borrowers’ request, provide the Borrowers with a written statement setting forth in reasonable detail the basis for the requirement to repay such refund received from the relevant Governmental Authority or other documentation evidencing such requirement.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any Issuing the Fronting Bank determines, in its sole discretion, determines 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any Issuing the Fronting Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing the Fronting 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, any such Lender or any Issuing the Fronting Bank in the event the Administrative Agent, any such Lender or any Issuing the Fronting Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the The Administrative Agent, any each Lender or any Issuing (and Participant) and the Fronting Bank be required to pay any amount to shall take such action as the Borrower pursuant may reasonably request in order to this paragraph (i) apply for and obtain any refund of such amounts as the payment Borrower reasonably determine to be appropriate under the circumstances, provided that any such actions shall be at the sole cost and expense of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paidBorrower. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or any Issuing the Fronting Bank to make available its tax returns or its books or records (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 any a Issuing Bank 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 Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 2.36 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender, the Swing Line Lender or any such 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 or creditrefund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, any such Lender, the Swing Line Lender or any such Issuing Bank, 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, any such Lender, the Swing Line Lender or any such Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise is required to repay such refund to such refund had never been paidGovernmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender, the Swing Line Lender or any Issuing Bank to make available its tax returns or its books or records (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 any Issuing Bank 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all 747507610 22702620757699803.9 reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Fronting Bank, or have any obligation to pay to any Lender or the Fronting Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Fronting Bank, as the case may be. If the Administrative Agent, any Lender or any Issuing the Fronting Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) net of all out-of-pocket expenses and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Administrative Agent, any such Lender or any Issuing the Fronting Bank, as the case may be, incurred by the Administrative Agent, such Lender or the Fronting Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing the Fronting 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, any such Lender or any Issuing the Fronting Bank in the event the Administrative Agent, any such Lender or any Issuing the Fronting Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing the Fronting 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 any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ih), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ih) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any an Issuing Bank 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 61 Revolving Credit Agreement US-DOCS\81066382.481066382.11 #4821-5428-0772 with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any Issuing Bank 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such -85- US-DOCS\97384607.24 Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any Issuing Bank L/C 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 any Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Administrative Agent, any such Lender or any Issuing BankL/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 or creditrefund), provided that the each Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Banksuch 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, any such Lender or any Issuing Bank such L/C Issuer in the event the Administrative Agent, any such Lender or any Issuing Bank such L/C Issuer is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph subsection (if), in no event will the Administrative Agent, any Lender or any Issuing Bank L/C Issuer be required to pay any amount to the any Borrower pursuant to this paragraph subsection (if) the payment of which would place the Administrative Agent Agent, such Lender or such Lender L/C Issuer in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank L/C Issuer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank L/C Issuer to make available its tax Tax returns or its books or records (or any other information relating to its taxes 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 any the Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the relevant Borrower, upon the request of the Administrative Agent, any such Lender or any the Issuing Bank, agrees to repay the amount paid over to the relevant Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this This paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the 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 any Borrower or any other Personperson. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to any Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any Issuing Bank the L/C Issuer determines, in its sole discretion, reasonably exercised, 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 a Loan Party has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Borrower or such other Loan Party an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or such other Loan Party under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any Issuing Bankthe 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 or creditrefund), ; provided that the BorrowerBorrower or such other Loan Party, upon the request of the Administrative Agent, any such Lender or any Issuing Bankthe L/C Issuer, agrees to repay the amount paid over to the Borrower or such other Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any Issuing Bank the L/C Issuer in the event the Administrative Agent, any such Lender or any Issuing Bank the L/C Issuer is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)subsection, in no event will the Administrative Agent, any Lender or any Issuing Bank the L/C Issuer be required to pay any amount to the Borrower an indemnifying party pursuant to this paragraph (i) subsection the payment of which would place the Administrative Agent or Agent, such Lender or the L/C Issuer in a less favorable net after-Tax tax position than the Administrative Agent, such Lender or such Issuing Bank the L/C Issuer would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank the L/C 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. At no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Indemnified 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 2.163.01, it shall pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 with respect to the Taxes or Other Indemnified Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, related to the receipt of such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the BorrowerBorrowers, upon the request of the Administrative AgentAgent or such Lender, any Lender or any 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers or any other Person. Notwithstanding anything to the contrary in this paragraph (i)subsection, in no event will the Administrative Agent, any Agent or such Lender or any Issuing Bank be required to pay any amount to the Borrower Borrowers pursuant to this paragraph (i) subsection the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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, Agent or any Lender or any Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender Agent or any Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing BankLender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, or any Lender or any Issuing Bank in the event the Administrative Agent, Agent or any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ih), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ih) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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.. (o)

Treatment of Certain Refunds. If Unless required by applicable Laws, at no time shall the Administrative Agent, Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Lender or any Issuing Bank the Administrative Agent 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 2.162.14, 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 2.16 2.14 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by such Lender or the Administrative Agent, any Lender or any 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 or creditrefund), provided that the Borrower, upon the request of such Lender or the Administrative Agent, any Lender or any 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 such Lender or the Administrative Agent, any Lender or any Issuing Bank Agent in the event such Lender or the Administrative Agent, any Lender or any Issuing Bank Agent is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)subsection, in no event will the Administrative Agent, any applicable Lender or any Issuing Bank the Administrative Agent be required to pay any amount to the Borrower pursuant to this paragraph (i) subsection the payment of which would place such Lender or the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to ​ require the Administrative Agent, any Lender or any Issuing Bank the Administrative Agent to make available its tax 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 a Lender or any the Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (if), in no event will the Administrative Agent, Agent or any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (if) to the extent the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, Agent or such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that which it deems confidential) to the Borrower or any other Person.. LEGAL02/33559407v8

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any an Issuing Bank Lender determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or (including Other Taxes Taxes) as to which it has been indemnified by the Borrower an Obligor or with respect to which the Borrower an Obligor has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Borrower applicable Obligor an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower applicable Obligor under this Section 2.16 with respect to the Indemnified Taxes or (including Other Taxes Taxes) giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any such Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrowerapplicable Obligor, upon the request of the Administrative Agent, any such Lender or any such Issuing BankLender, agrees to shall repay the amount paid over to the Borrower applicable Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any such Issuing Bank Lender in the event the Administrative Agent, any such Lender or any such Issuing Bank Lender is required to repay such refund or credit to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or an Issuing Lender to disclose any information it considers proprietary or make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Obligor or any other Person. Notwithstanding anything to the contrary in this paragraph clause (i), in no event will the Administrative Agent, any Lender or any Issuing Bank Lender be required to pay any amount to the Borrower an Obligor pursuant to this paragraph clause (i) the payment of which would place the Administrative Agent or such Lender indemnified party in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Lender would have been in if the Tax subject to indemnification payments or additional amounts and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection (j) Survival. Each party’s obligations under this Section 2.17 shall not be construed to require survive the resignation or replacement of the Administrative Agent, any Lender Agent or any Issuing Bank to make available its tax returns assignment of rights by, or its books the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or records (or discharge of all obligations under any other information relating to its taxes that it deems confidential) to the Borrower or any other PersonLoan Documents. SECTION 2.18.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Bank or the Issuing Bank, or have any obligation to pay to any Bank or the Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Bank or the Issuing Bank, as the case may be. If the Administrative Agent, any Lender Bank or any the Issuing Bank 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any Lender such Bank or any the 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender such Bank or any the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender such Bank or any the Issuing Bank in the event the Administrative Agent, any Lender such Bank or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender Bank or any the 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, or to file for or pursue any refund of Taxes on behalf of, the Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any the Issuing Bank Lender 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 2.16(including additional amounts paid by any Credit Party pursuant to this Section), it shall pay to the Borrower indemnifying party an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower made under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any the Issuing BankLender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the Borrowersuch indemnifying party, upon the request of the Administrative Agent, any such Lender or any the Issuing BankLender, agrees to repay the amount paid over pursuant to the Borrower this Section (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any such Lender or any the Issuing Bank Lender in the event the Administrative Agent, any such Lender or any the Issuing Bank Lender is required to repay such refund or credit to such Governmental Authority. 57 Notwithstanding anything to the contrary in this paragraph (ig), in no event will the Administrative Agent, any the Issuing Lender or any Issuing Bank Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this paragraph (ig) the payment of which would place the Administrative Agent Agent, Issuing Lender or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Issuing Lender or such Issuing Bank Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank Lender to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any an Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, 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 2.16Second Amended and Restated Revolving Credit Agreement 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Upon the Borrower’s written request, the Administrative Agent, L/C Issuer and each Lender shall use reasonable efforts to make any filings necessary to obtain any refund, deduction or credit of any Taxes or Other Taxes as to which the Borrower has indemnified it or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01. If the Administrative Agent, any Lender or any Issuing Bank the L/C Issuer determines, in its sole discretion, that it has received a material 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 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any Issuing Bankthe 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Bankthe 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, any such Lender or any Issuing Bank the L/C Issuer in the event the Administrative Agent, any such Lender or any Issuing Bank the L/C Issuer is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank the L/C 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 PersonPerson or to attempt to take any position to obtain a refund, deduction, or credit, which attempt would be inconsistent with any reporting position otherwise taken by the Administrative Agent or such Lender or the L/C Issuer on its applicable tax returns.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the Issuing Bank, or have any obligation to pay to any Lender or the Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the Issuing Bank, as the case may be. If the Administrative Agent, any Lender or any the Issuing Bank 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 any Borrower or with respect to which the such Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to -52- such refund or creditrefund), provided that the such Borrower, upon the request of the Administrative Agent, any such Lender or any the 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, any such Lender or any the Issuing Bank in the event the Administrative Agent, any such Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any the 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 any Borrower or any other Person.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any the Issuing Bank determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund (or credit in lieu of such refund) of any Taxes or Other Covered 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 2.162.15, 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 2.16 with respect to the Taxes or Other Covered Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any the 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 or creditrefund), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any the Issuing Bank, agrees to repay the amount paid over to the Borrower pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender or any the Issuing Bank in the event the Administrative Agent, any Lender or any the Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (ih), in no event will the Administrative Agent, any Lender or any the Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (ih) the payment of which would place the Administrative Agent or Agent, such Lender or the Issuing Bank in a less favorable net position after-Tax position Taxes than the Administrative Agent, such Lender or such the Issuing Bank would have been in if the Tax subject to indemnification payments or additional amounts and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection paragraph (h) shall not be construed to require the Administrative Agent, any Lender or any the Issuing Bank to make available its tax Tax returns or its books or records (or any other information relating to its taxes Taxes that it deems confidential) to the Borrower or any other Person.. (i)

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank 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 2.16, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any 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 or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any 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, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be 757699803 747507610 22702620 required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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, the Canadian Agent, any Lender, Swing Line Lender or any Issuing Bank L/C Issuer determines, in its sole good faith discretion, that it has received a refund (in cash or credit in lieu of such refundas an overpayment applied to future Tax payments) 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 2.16section, it shall promptly pay to the Borrower a Loan Party an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the U.S. Borrower under this Section 2.16 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any the Canadian Agent, such Lender, Swing Line Lender or any Issuing BankL/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 or creditrefund), ; provided that the U.S. Borrower, upon the request of the Administrative Agent, any the Canadian Agent, such Lender, Swing Line Lender or any Issuing BankL/C Issuer, agrees to repay the amount paid over to the U.S. Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental AuthorityAuthority (other than penalties arising from the gross negligence or willful misconduct of the Administrative Agent, the Canadian Agent, the Lenders, Swing Line Lender or L/C Issuer)) to the Administrative Agent, any the Canadian Agent, such Lender, Swing Line Lender or any Issuing Bank L/C Issuer in the event the Administrative Agent, any the Canadian Agent, such Lender, Swing Line Lender or any Issuing Bank L/C Issuer is required to repay such refund or credit to such Governmental Authority. Such Lender, Swing Line Lender, L/C Issuer, Canadian Agent or Administrative Agent, as the case may be, shall, at the U.S. Borrower’s reasonable request, provide the U.S. Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority. If the U.S. Borrower reasonably believes that any Indemnified Taxes or Other Taxes for which additional amounts or indemnification payments were made by a Loan Party were incorrectly imposed, the U.S. Borrower may request the relevant Lender to pursue a refund of such Taxes (at U.S. Borrower’s expense), and such Lender shall pursue such refund unless, in the good faith determination of such Lender, pursuing such refund would be materially disadvantageous to it. This subsection shall not be construed to interfere with the right of a Lender, Swing Line Lender, L/C Issuer, Canadian Agent or the Administrative Agent to arrange its Tax affairs in whatever manner it thinks fit nor oblige any Lender, Swing Line Lender, L/C Issuer, Canadian Agent or the Administrative Agent to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender, Swing Line Lender, L/C Issuer, Canadian Agent or the Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. Notwithstanding anything to the contrary in this paragraph (i)contrary, in no event will the Administrative Agentany Lender, any Swing Line Lender or any Issuing Bank L/C Issuer be required to pay any amount to the U.S. Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent such Lender, Swing Line Lender or such Lender L/C Issuer in a less favorable net after-Tax tax position than the Administrative Agent, such Lender or such Issuing Bank it would have been in if the additional amounts or indemnification payments or additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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 any an Issuing Bank 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 58 Revolving Credit Agreement with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16Section, 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 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any Lender or any an 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 or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender or any an 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, any Lender or any an Issuing Bank in the event the Administrative Agent, any Lender or any an Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph clause (ih), in no event will the Administrative Agent, any Lender or any an Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph clause (i) h), the payment of which would place the Administrative Agent or such Lender Person in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any 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. Subject to the last sentence in Section 5.4(c), at no time shall the Administrative Agent or any Lender have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent, Agent or any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower any Credit Party or with respect to which the Borrower any Credit Party has paid additional amounts pursuant to this Section 2.16Section, it the Administrative Agent or such Lender (as applicable) 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 Credit Parties under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including any Taxes) of incurred by the Administrative Agent, any Lender Agent or any Issuing Banksuch Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), ; provided that the Borrower, upon the request of the Administrative Agent, any Lender Agent or any Issuing Banksuch 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, any Agent or such Lender or any Issuing Bank in the event the Administrative Agent, any Agent or such Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i)In such event, in no event will the Administrative AgentAgent or such Lender, any Lender or any Issuing Bank be required to pay any amount to as the case may be, shall, at the Borrower’s request, provide the Borrower pursuant with a copy of any notice of assessment or other evidence of the requirement to this paragraph repay such refund received from the relevant taxing authority (i) the payment of which would place provided that the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paidmay delete any information therein that it deems confidential). This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or any 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 any Credit Party or any other Person.

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any Issuing Bank the L/C Issuer determines, in its sole discretion, that it has received a refund (or a credit against its future tax liability in lieu of such 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 2.163.01, it shall pay to the Borrower an amount equal to such refund or credit in lieu thereof (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 or creditcredit in lieu thereof), net of all reasonable out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, any such Lender or any Issuing Bankthe 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 or creditcredit in lieu thereof), provided that the Borrower, upon the request of the Administrative Agent, any such Lender or any Issuing Bankthe 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, any such Lender or any Issuing Bank the L/C Issuer in the event the Administrative Agent, any such Lender or any Issuing Bank the L/C Issuer is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount Authority and delivers to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise evidence reasonably satisfactory to such refund had never been paidLoan Parties of such repayment. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank the L/C 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 any an Issuing Bank Lender 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 a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any such Issuing BankLender, as the case may be, as reasonably determined in the Administrative Agent’s or such Lender’s reasonable discretion and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund), provided that the such Borrower, upon the request of the Administrative Agent, any such Lender or any such Issuing BankLender, 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, any such Lender or any such Issuing Bank Lender in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise Lender is required to repay such refund to such refund had never been paidGovernmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or any an Issuing Bank Lender 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 a Borrower or any other Person. Nothing in this paragraph (g) is intended to, nor shall anything in this paragraph (g) be construed to, require the Administrative Agent or any Lender to alter or supplement any policy, procedure or system with respect to the identification, tracking and allocation of tax refunds and neither the Administrative Agent nor any Lender shall have any liability to the Borrower or any Guarantor by reason of its non-identification of any such refund.

Treatment of Certain Refunds. If the Administrative Agent, any a Lender or any an Issuing Bank determines, in its sole discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the either Borrower has paid additional amounts pursuant to this Section 2.16Section, it shall pay to the Borrower Borrowers an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent, any such Lender or any such 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 or creditrefund), ; provided that the BorrowerBorrowers, upon the request of the Administrative Agent, any such Lender or any Issuing such Is- suing 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, any such Lender or any such Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise is required to repay such refund to such refund had never been paidGovernmental Authority. This subsection paragraph shall not be construed to require the Administrative Agent, any Lender or any 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 Borrowers or any other Personperson. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrowers the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank Letter of Credit Issuer determines, in its sole reasonable discretion, that it has received a refund (or credit in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16, it shall promptly 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 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or creditrefund), net of all reasonable out-of-pocket expenses (including Taxes) incurred directly in respect of the such refund of Administrative Agent, any Lender or any Issuing BankLetter of Credit Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund) net of all out-of-pocket expenses in respect of such refund of Lender or creditLetter of Credit Issuer 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, any Lender or any Issuing BankLetter of Credit Issuer, as the case may be, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental AuthorityAuthority other than penalties, interest or charges attributable to gross negligence or willful misconduct of Administrative Agent, such Lender or Letter of Credit Issuer) to the Administrative Agent, any Lender or any Issuing Bank Letter of Credit Issuer, as the case may be, in the event the Administrative Agent, any Lender or any Issuing Bank Letter of Credit Issuer, as the case may be, is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank Letter of Credit Issuer, as the case may be, 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.