Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrower has paid additional amounts pursuant to this [Section 16], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by Borrower under this [Section 16] with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16] shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrower hasBorrowers have paid additional amounts pursuant to this [Section 16], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to BorrowerBorrowers (but only to the extent of payments made, or additional amounts paid, by BorrowerBorrowers under this [Section 16] with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower,Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to BorrowerBorrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority.Authority in accordance with applicable law. Notwithstanding anything in this Agreement to the contrary, this [Section 16] shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to BorrowerBorrowers or any other Person.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrower hasthe Loan Parties have paid additional amounts pursuant to this [Section 16], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by Borrowerthe Loan Parties under this [Section 16] with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower,the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowerthe Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder)or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16] shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to BorrowerLoan Parties or any other Person.Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to [Section 16.4], the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 with respect to such Tax had never been paid.

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which Borrowerit has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this [Section 16], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to BorrowerBorrowers (but only to the extent of payments made, or additional amounts paid, by BorrowerBorrowers under this [Section 16] with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicablerelevant Governmental Authority with respect to such a refund); provided, that Borrower,Borrowers, upon the request of Agent or such Lender, agreesagree to repay the amount paid over to BorrowerBorrowers (plus any penalties, interest or other charges, imposed by the applicablerelevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16] shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.

Refunds. If Agentany Lender or a LenderAgent determines, in its sole discretion,discretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrower hasindemnification or additional amounts have been paid additional amountsto it by any Loan Party pursuant to this [Section 16]3.01], so long as no Default or Event of Default has occurred and is continuing, it shall pay overpromptly remit such refund to Borrowersuch Loan Party (but only to the extent of payments made,indemnification or additional amounts paid,paid by Borrowersuch Loan Party under this [Section 16]3.01] with respect to Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses (including any Taxes) of Agentthe Lender or such LenderAgent, as the case may be, and without interest (other than any interest paid by the applicablerelevant Governmental Authority with respect to such a refund); provided,provided that Borrower,such Loan Party, upon the request of Agentthe Lender or Agent, as the case may be, agrees promptly to return such Lender, agrees to repay the amount paid over to Borrowerrefund (plus any penalties, interest or other charges,charges imposed by the applicablerelevant Governmental Authority, other thanAuthority) to such penalties, interestLender or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agentsuch Lender or such LenderAgent is required to repay such refund to suchthe relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16]This section shall not be construed to require the Administrative Agent or any Lender to make available its taxTax returns (or any other information whichrelating to Taxes that it deems confidential) to Borrowerthe Borrowers or any other Person.person.

Refunds. If the Agent or a Lender (or an assignee) determines, in its solereasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this [Section 16]2.14], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund plus any interest received from the governmental authority, to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this [Section 16]2.14] with respect to the Indemnified Taxes or the Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16] shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.assignee).

Refunds. If any Lender or Agent or a Lender determines, in its sole discretion, that it has receivedreceives a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrower has paidindemnification or additional amounts have been paid to it by the Borrower or any Guarantor pursuant to this [Section 16]3.01], so long as no Default or Event of Default has occurred and is continuing, it shall pay overpromptly remit such refund to the Borrower or such Guarantor (but only to the extent of payments made,indemnification or additional amounts paid,paid by the Borrower or such Guarantor under this [Section 16]3.01] with respect to Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses (including any Taxes) of Agentthe Lender or such LenderAgent, as the case may be, and without interest (other than any interest paid by the applicable Governmental Authorityrelevant taxing authority with respect to such a refund); provided,provided that Borrower,the Borrower or such Guarantor, upon the request of Agentthe Lender or Agent, as the case may be, agrees promptly to return such Lender, agrees to repay the amount paid over to Borrowerrefund (plus any penalties, interest or other charges,charges imposed by the applicable Governmental Authority, other thanrelevant taxing authority) to such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lenderparty in the event Agent or such Lenderparty is required to repay such refund to the relevant taxing authority. Notwithstanding the foregoing, in no event will the indemnified Lender or Agent be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place such Governmental Authority. Notwithstanding anythingLender or Agent in this Agreementa less favorable net after-Tax position than such Lender or Agent 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 contrary, this [Section 16]indemnification payments or additional amounts with respect to such Tax had never been paid. This section shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information whichrelating to Taxes that it deems confidential) to the Borrower or any other Person.person.

Refunds. If any Lender or Agent or a Lender determines, in its sole discretion, that it has receivedreceives a refund in respect of any Indemnified Taxes or Other Taxes as to which Borrower hasindemnification or additional amounts have been paid additional amountsto it by any Loan Party pursuant to this [Section 16]‎[Section 3.01], so long as no Default or Event of Default has occurred and is continuing, it shall pay overpromptly remit such refund to Borrowersuch Loan Party (but only to the extent of payments made,indemnification or additional amounts paid,paid by Borrowersuch Loan Party under this [Section 16]‎[Section 3.01] with respect to Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses (including any Taxes) of Agentthe Lender or such LenderAgent, as the case may be, and without interest (other than any interest paid by the applicablerelevant Governmental Authority with respect to such a refund); provided,provided that Borrower,such Loan Party, upon the request of Agentthe Lender or Agent, as the case may be, agrees promptly to return such Lender, agrees to repay the amount paid over to Borrowerrefund (plus any penalties, interest or other charges,charges imposed by the applicablerelevant Governmental Authority, other thanAuthority) to such penalties, interestLender or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agentsuch Lender or such LenderAgent is required to repay such refund to suchthe relevant Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16]This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information whichrelating to Taxes that it deems confidential) to the Borrower or any other Person.person.

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which Borrowerit has been indemnified by the Company or with respect to which the Company has paid additional amounts pursuant to this [Section 2.16], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowerthe Company (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowerthe Company under this [Section 2.16] with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses with respect to such refund of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicablerelevant Governmental Authority with respect to such a refund); provided,provided that Borrower,the Company, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrowerthe Company (plus any penalties, interest or other charges,charges imposed by the applicablerelevant Governmental Authority, other than such penalties, interest or other charges imposed as a result ofAuthority) to the willful misconduct or gross negligence of Agent hereunder) toAdministrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16]This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Borrowerthe Company or any other Person.

Refunds. If the Administrative Agent or a Lender determines,determines in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this [Section 16]‎[Section 2.15], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this [Section 16]‎[Section 2.15] with respect to the Indemnified Taxes or the Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicablerelevant Governmental Authority with respect to such a refund); provided, however, that if the Administrative Agent or such Lender is required to repay all or a portion of such refund to the relevant Governmental Authority, the Borrower, upon the request of the Administrative Agent or such Lender, agrees toshall repay the amount paid over to the Borrower that is required to be repaid (plus any penalties, interest or other charges,charges imposed by the applicablerelevant Governmental Authority, other than such penalties, interest or other charges imposed as a result ofAuthority) to the willful misconduct or gross negligence of Agent hereunder) toAdministrative Agent or such Lender inwithin three Business Days after receipt of written notice that the eventAdministrative Agent or such Lender is required to repay such refund (or a portion thereof) to such Governmental Authority. Notwithstanding anythingNothing contained in this Agreement toSection ‎2.15(f) shall require the contrary, this [Section 16] shall not be construed to requireAdministrative Agent or any Lender to make available its tax returns (orTax Returns or any other information which it deems confidential)confidential to the Borrower or any other Person.person. Notwithstanding anything to the contrary, in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position than the Administrative Agent or such Lender would have been in if the Indemnified Taxes giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Indemnified Taxes had never been paid.