Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.6 (including by the payment of additional amounts pursuant to this Section 3.6), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph # (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and 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.

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 any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this [Section 3.01], it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this [Section 3.01] with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority other than any penalties, interest or other charges that are due to the gross negligence or willful misconduct of the Recipient requiring such payment as determined in a final, nonappealable judgment by a court of competent jurisdiction) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient 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 subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

Section # Tax Refunds and Credits. Any refund or credits of Taxes paid or payable that are attributable to the ​ for any Pre-Closing Period (or for any Straddle Period to the extent allocable (determined in a manner consistent with Section 10.2(b)) to the portion of such period beginning before and ending on the Closing Date) shall be for the account of Seller. Any refunds or credits of Taxes paid or payable that are attributable to the ​ for any other taxable period shall be for the account of ​. To the extent permitted by applicable Law, ​ shall, if Seller so requests and at Seller’s expense, cause the ​ to use commercially reasonable efforts to file for and obtain any refunds or credits to which Seller is entitled pursuant to this Section 10.4, provided that ​ shall not be required to cause the ​ to take any action that could prejudice the legal or economic position of ​, the ​ or any of their Affiliates. ​ shall cause the ​ to forward to Seller such refund within thirty (30) Business Days after the refund is received (or reimburse Seller for any such credit within thirty (30) Business Days after the credit is applied against another Tax liability); provided, however, that Seller shall indemnify ​ for any amount paid to it pursuant to this Section 10.4 if any such refund or credit is subsequently disallowed. The parties agree that to the extent Tax Refunds covered by this Section 10.4 are accounted for in the calculations of the purchase price adjustments set forth in Section 2.2 such Tax Refunds shall not be owed.

all refunds, rebates or credits in connection with reduction in taxes and assessments charged against the Real Property as a result of tax certiorari or any applications or proceedings for reduction (collectively, the “Tax Certiorari”);

all rights of Sellers under the Assumed Employee Benefit Plans including all pre‑payments, deposits and refunds thereunder, and any assets maintained pursuant thereto or in connection therewith, each as set forth in [Schedule 2.1(m)];

all income taxes (or taxes from capital gains or profits) paid (or payable) in cash by the Loan Parties during (or with respect to) that period net of refunds actually received in cash during that period, plus

all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;

“2014 CoBank Credit Agreement” means the Credit Agreement, dated as of June 2, 2014, among the Borrower, CoBank ACB, as administrative agent, and the [[Organization A:Organization]] party thereto, together with any term loan facility of the Borrower that replaces, renews, refinances or refunds the foregoing.

“Refinancing Indebtedness” means Indebtedness (to the extent not Permitted Indebtedness) that refunds, refinances or extends any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (other than Non-Recourse Indebtedness and Permitted Indebtedness described under [clauses (d) through (f)], [(h) through (j)], [(l), and (n) through (s)])] of the definition thereof), but only to the extent that:

separately from license fees and cannot be applied as a pre-payment of license fees. In no case will Kx make partial refunds of annual Maintenance Services fees, even if an ​ Customer stops paying ​ for support or maintenance during the one year Maintenance Services fee term for which ​ has paid Kx the annual Maintenance Services fee.