Refunds. If the Administrative Agent, a Lender or an Issuing Lender determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Borrower, upon the request of the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable) to the Administrative Agent, such Lender or such Issuing Lender in the event the Administrative Agent, such Lender or such Issuing Lender is required by applicable laws or court order to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential or proprietary) to any Borrower or any other Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.

0">Refunds. If the Administrative 2">Agent,2">Agent or a4"> Lender or an Issuing Lender determines, in its 6">reasonable6">sole discretion, that it has received a refund of any Taxes 8">or Other Taxes as to which it has been indemnified by 10">any10">a Borrower or with respect to which 12">any12">a Borrower has paid additional amounts pursuant to this 14">Section,14">Section 2.17, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 16">2.17 with respect to the18"> Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative 20">Agent,20">Agent or such Lender22"> or such Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); 24">provided24">provided, that 26">such26">each Borrower, upon the request of the Administrative 28">Agent, such Lender28">Agent or such30"> Issuing Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 32">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)32">Authority) to the Administrative 34">Agent, such Lender34">Agent or such36"> Issuing Lender in the event the Administrative 38">Agent,38">Agent or such Lender 40">or such Issuing Lender is required42"> by applicable laws or court order to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative 44">Agent, any Lender44">Agent or any46"> Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems 48">confidential or proprietary)48">confidential) to 50">any Borrower50">the Borrowers or any other 52">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.52">Person.

0">Refunds. If the Administrative 2">Agent,2">Agent or a4"> Lender or an Issuing Lender determines, in its 6">reasonable6">sole discretion, that it has received a refund of any8"> Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect to which 10">any Borrower has10">the Borrowers have paid additional amounts pursuant to this 12">Section,12">[Section 2.14(E)], it shall pay 14">over such refund to such Borrower16"> an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by 18">such Borrower18">the Borrowers under this 20">Section with respect to the Taxes20">[Section 2.14(E)] giving rise to such refund), net of all 22">out-of-pocket expenses of the Administrative 24">Agent,24">Agent or such Lender26"> or such Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); 28">provided28">provided, that 30">such30">each Borrower, upon the request of the Administrative 32">Agent, such Lender32">Agent or such34"> Issuing Lender, agrees to repay the amount paid over to 36">such36">the applicable Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 38">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)38">Authority) to the Administrative 40">Agent, such Lender40">Agent or such42"> Issuing Lender in the event the Administrative 44">Agent,44">Agent or such Lender 46">or such Issuing Lender is required48"> by applicable laws or court order to repay such refund to such Governmental Authority. This 50">Section50">paragraph shall not be construed to require the Administrative 52">Agent, any Lender52">Agent or any54"> Issuing Lender to make available its tax returns (or any other information relating to its taxes 56">which56">that it deems 58">confidential or proprietary)58">confidential) to 60">any Borrower60">the Borrowers or any other 62">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.62">Person.

0">Treatment of Certain Refunds. If the Administrative Agent, 2">a2">any Lender or an Issuing 4">Lender4">Bank determines, in its 6">reasonable6">sole discretion, that it has received a refund of any Taxes 8">or Other Taxes as to which it has been indemnified by 10">any10">the Borrower or with respect to which 12">any12">the Borrower has paid additional amounts pursuant to this Section, it shall pay 14">over14">to the Borrower an amount equal to such refund16"> to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by 18">such18">the Borrower under this Section with respect to the Taxes 20">or Other Taxes giving rise to such refund), net of all 22">reasonable out-of-pocket expenses of the Administrative Agent, 24">such24">any Lender or 26">such26">an Issuing 28">Lender,28">Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 30">such30">the Borrower, upon the request of the Administrative Agent, 32">such32">any Lender or 34">such34">an Issuing 36">Lender,36">Bank, agrees to repay the amount paid over to 38">such38">the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 40">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)40">Authority) to the Administrative Agent, 42">such42">any Lender or 44">such44">an Issuing 46">Lender46">Bank in the event the Administrative Agent, 48">such48">any Lender or 50">such50">an Issuing 52">Lender52">Bank is required54"> by applicable laws or court order to repay such refund to such Governmental Authority. 56">Notwithstanding anything to the contrary in this clause (h), in no event will the Administrative Agent, any Lender or an Issuing Bank be required to pay any amount to Borrower pursuant to this clause (h), the payment of which would place such Person in a less favorable net after-Tax position than such Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This 58">Section58">subsection shall not be construed to require the Administrative Agent, any Lender or 60">any60">an Issuing 62">Lender62">Bank to make available its tax returns64"> or its books or records (or any other information relating to its taxes 66">which66">that it deems 68">confidential or proprietary)68">confidential) to 70">any70">the Borrower or any other 72">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.72">Person.

Refunds. If the Administrative Agent, a Lender or an Issuing Lender determines, in its 1">reasonable discretion,1">sole discretion exercised in good faith, that it has received a refund of any3"> Indemnified Taxes or Other Taxes as to which it has been indemnified by 5">any Borrower5">a Loan Party or with respect to which 7">any Borrower7">the Loan Party has paid additional amounts pursuant to this Section, it shall pay over such refund to 9">such Borrower9">the Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by 11">such Borrower11">the Loan Party under this Section with respect to the13"> Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative 15">Agent,15">Agent or such Lender or such Issuing 17">Lender, as the case may be,17">Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 19">such Borrower,19">the Loan Party, upon the request of the Administrative 21">Agent,21">Agent or such Lender or such Issuing Lender, agrees to repay the amount paid over to 23">such Borrower23">the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental 25">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)25">Authority) to the Administrative 27">Agent,27">Agent or such Lender or such Issuing Lender in the event the Administrative 29">Agent,29">Agent or such Lender or such Issuing Lender is required 31">by applicable laws or court order to repay such refund to such Governmental Authority.33"> Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or such Lender or such Issuing Lender be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place the Administrative Agent or such Lender or such Issuing Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any Lender or any Issuing Lender to make available its 35">tax35">Tax returns (or any other information relating to its 37">taxes37">Taxes which it deems 39">confidential or proprietary)39">confidential) to 41">the Loan Party, any 43">Borrower43">of its Subsidiaries or any other 45">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.45">Person.

0">Treatment of Certain Refunds. If the Administrative 2">Agent,2">Agent or a4"> Lender or an Issuing Lender determines, in its 6">reasonable discretion,6">sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by 8">any8">the Borrower or with respect to which any 10">Borrower10">Loan Party has paid additional amounts pursuant to this 12">Section,12">Section 2.14, it shall pay over such refund to 14">such14">the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by 16">such16">the Borrower under this Section18"> 2.14 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses 20">(including any Taxes) of the Administrative 22">Agent,22">Agent or such Lender24"> or such Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 26">such26">the Borrower, upon the request of the Administrative 28">Agent,28">Agent or such Lender30"> or such Issuing Lender, agrees to repay the amount paid over to 32">such32">the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 34">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)34">Authority) to the Administrative 36">Agent, such Lender36">Agent or such38"> Issuing Lender in the event the Administrative 40">Agent,40">Agent or such Lender 42">or such Issuing Lender is required44"> by applicable laws or court order to repay such refund to such Governmental Authority.46"> Notwithstanding anything to the contrary in this Section, in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this Section the payment of which would place the Administrative Agent or Lender in a less favorable net after-Tax position than the Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative 48">Agent, any Lender48">Agent or any50"> Issuing Lender to make available its tax returns (or any other information relating to its taxes 52">which52">that it deems 54">confidential or proprietary)54">confidential) to 56">any56">the Borrower or any other 58">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.58">Person.

Refunds. If the Administrative Agent, a Lender or an Issuing Lender determines, in its 1">reasonable1">sole discretion, that it has received a refund of any 3">Indemnified Taxes or Other Taxes as to which it has been indemnified by 5">any Borrower5">a Loan Party or with respect to which 7">any Borrower7">the Loan Party has paid additional amounts pursuant to this Section, it shall pay over such refund to 9">such Borrower9">the Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by 11">such Borrower11">the Loan Party under this Section with respect to the13"> Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative 15">Agent,15">Agent or such Lender or such Issuing 17">Lender, as the case may be,17">Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 19">such Borrower,19">the Loan Party, upon the request of the Administrative 21">Agent,21">Agent or such Lender or such Issuing Lender, agrees to repay the amount paid over to 23">such Borrower23">the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental 25">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)25">Authority) to the Administrative 27">Agent,27">Agent or such Lender or such Issuing Lender in the event the Administrative 29">Agent,29">Agent or such Lender or such Issuing Lender is required 31">by applicable laws or court order to repay such refund to such Governmental Authority.33"> Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or such Lender or such Issuing Lender be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place the Administrative Agent or such Lender or such Issuing Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any Lender or any Issuing Lender to make available its 35">tax35">Tax returns (or any other information relating to its 37">taxes37">Taxes which it deems 39">confidential or proprietary)39">confidential) to 41">the Loan Party, any 43">Borrower43">of its Subsidiaries or any other 45">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.45">Person.

0">Treatment of Certain Refunds. If2"> the Administrative Agent, a Lender or 4">an Issuing Lender4">LC Issuer determines, in its 6">reasonable6">sole discretion, that it has received a refund of any Taxes 8">or Other Taxes as to which it has been indemnified by 10">any Borrower or with respect to which12"> any Borrower has paid additional amounts pursuant to this 14">Section,14">[Section 3.5], it shall pay 16">over16">to Borrower an amount equal to such refund18"> to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by 20">such Borrower under this Section with respect to the22"> Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of 24">the Administrative Agent, such Lender or 26">such Issuing Lender,26">LC Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 28">such Borrower, upon the request of 30">the Administrative Agent, such Lender or 32">such Issuing Lender,32">LC Issuer, agrees to repay the amount paid over to34"> such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 36">Authority, other than any such penalties, interest or other charges attributable36">Authority) to38"> the gross negligence or willful misconduct of the Administrative Agent, such Lender or 40">such Issuing Lender, as applicable) to40">LC Issuer in the42"> event Administrative Agent, such Lender or 44">such Issuing Lender in the event the Administrative Agent, such Lender or such Issuing Lender44">LC Issuer is required46"> by applicable laws or court order to repay such refund to such Governmental Authority. This 48">Section48">subsection shall not be construed to require 50">the Administrative Agent, any Lender or 52">any Issuing Lender52">LC Issuer to make available its tax returns (or any other information relating to its taxes 54">which54">that it deems 56">confidential or proprietary)56">confidential) to58"> any Borrower or any other 60">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.60">Person.

0">Treatment of Certain Refunds. If the Administrative Agent, 2">a2">any Lender or an Issuing 4">Lender4">Bank determines, in its 6">reasonable6">sole discretion, that it has received a refund 8">or credit (in lieu of such refund) of any10"> Taxes or Other Taxes as to which it has been indemnified by 12">any12">the Borrower or with respect to which 14">any14">the Borrower has paid additional amounts pursuant to this Section, it shall pay 16">over16">to the Borrower an amount equal to such refund18"> to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by 20">such20">the Borrower under this Section with respect to the Taxes 22">or Other Taxes giving rise to such refund), net of all 24">reasonable out-of-pocket expenses of the Administrative Agent, 26">such26">any Lender or 28">such28">an Issuing 30">Lender,30">Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 32">such32">the Borrower, upon the request of the Administrative Agent, 34">such34">any Lender or 36">such36">an Issuing 38">Lender,38">Bank, agrees to repay the amount paid over to 40">such40">the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 42">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)42">Authority) to the Administrative Agent, 44">such44">any Lender or 46">such46">an Issuing 48">Lender48">Bank in the event the Administrative Agent, 50">such50">any Lender or 52">such52">an Issuing 54">Lender54">Bank is required56"> by applicable laws or court order to repay such refund to such Governmental Authority. 58">Notwithstanding anything to the contrary in this clause (h), in no event will the Administrative Agent, any Lender or an Issuing Bank be required to pay any amount to Borrower pursuant to this clause (h), the payment of which would place such Person in a less favorable net after-Tax position than such Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This 60">Section60">subsection shall not be construed to require the Administrative Agent, any Lender or 62">any62">an Issuing 64">Lender64">Bank to make available its tax returns66"> or its books or records (or any other information relating to its taxes 68">which68">that it deems 70">confidential or proprietary)70">confidential) to 72">any72">the Borrower or any other 74">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.74">Person.

0">Treatment of Certain Refunds. If the Administrative Agent, 2">a2">any Lender or an Issuing 4">Lender4">Bank determines, in its 6">reasonable6">sole discretion, that it has received a refund 8">or credit (in lieu of such refund) of any10"> Taxes or Other Taxes as to which it has been indemnified by 12">any12">the Borrower or with respect to which 14">any14">the Borrower has paid additional amounts pursuant to this Section, it shall pay 16">over16">to the Borrower an amount equal to such refund18"> to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by 20">such20">the Borrower under this Section with respect to the Taxes 22">or Other Taxes giving rise to such refund), net of all 24">reasonable out-of-pocket expenses of the Administrative Agent, 26">such26">any Lender or 28">such28">an Issuing 30">Lender,30">Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 32">such32">the Borrower, upon the request of the Administrative Agent, 34">such34">any Lender or 36">such36">an Issuing 38">Lender,38">Bank, agrees to repay the amount paid over to 40">such40">the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 42">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)42">Authority) to the Administrative Agent, 44">such44">any Lender or 46">such46">an Issuing 48">Lender48">Bank in the event the Administrative Agent, 50">such50">any Lender or 52">such52">an Issuing 54">Lender54">Bank is required56"> by applicable laws or court order to repay such refund to such Governmental Authority. 58">Notwithstanding anything to the contrary in this clause (h), in no event will the Administrative Agent, any Lender or an Issuing Bank be required to pay any amount to Borrower pursuant to this clause (h), the payment of which would place such Person in a less favorable net after-Tax position than such Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This 60">Section60">subsection shall not be construed to require the Administrative Agent, any Lender or 62">any62">an Issuing 64">Lender64">Bank to make available its tax returns66"> or its books or records (or any other information relating to its taxes 68">which68">that it deems 70">confidential or proprietary)70">confidential) to 72">any72">the Borrower or any other 74">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.74">Person.

0">Treatment of Certain Refunds. If the Administrative Agent, 2">a2">any Lender or an Issuing 4">Lender4">Bank determines, in its 6">reasonable6">sole discretion, that it has received a refund 8">or credit (in lieu of such refund) of any10"> Taxes or Other Taxes as to which it has been indemnified by 12">any12">the Borrower or with respect to which 14">any14">the Borrower has paid additional amounts pursuant to this Section, it shall pay 16">over16">to the Borrower an amount equal to such refund18"> to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by 20">such20">the Borrower under this Section with respect to the Taxes 22">or Other Taxes giving rise to such refund), net of all 24">reasonable out-of-pocket expenses of the Administrative Agent, 26">such26">any Lender or 28">such28">an Issuing 30">Lender,30">Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that 32">such32">the Borrower, upon the request of the Administrative Agent, 34">such34">any Lender or 36">such36">an Issuing 38">Lender,38">Bank, agrees to repay the amount paid over to 40">such40">the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental 42">Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable)42">Authority) to the Administrative Agent, 44">such44">any Lender or 46">such46">an Issuing 48">Lender48">Bank in the event the Administrative Agent, 50">such50">any Lender or 52">such52">an Issuing 54">Lender54">Bank is required56"> by applicable laws or court order to repay such refund to such Governmental Authority. 58">Notwithstanding anything to the contrary in this clause (h), in no event will the Administrative Agent, any Lender or an Issuing Bank be required to pay any amount to Borrower pursuant to this clause (h), the payment of which would place such Person in a less favorable net after-Tax position than such Person would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This 60">Section60">subsection shall not be construed to require the Administrative Agent, any Lender or 62">any62">an Issuing 64">Lender64">Bank to make available its tax returns66"> or its books or records (or any other information relating to its taxes 68">which68">that it deems 70">confidential or proprietary)70">confidential) to 72">any72">the Borrower or any other 74">Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.74">Person.