Example ContractsClausestreatment of certain refundsVariants
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Treatment of Certain Refunds. Unless required by applicableApplicable Law, 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 Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section, it shall pay to the Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSW

Treatment of Certain Refunds. Unless required by applicableApplicable Law,applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or anthe L/C Issuer, or have any obligation to pay to any Lender or anythe L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or suchthe L/C Issuer, as the case may be. If the Administrative Agent, any Lender or anythe L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan PartiesBorrower or with respect to which the Loan Parties haveBorrower has paid additional amounts pursuant to this Section, it shall pay to the Loan PartiesBorrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan PartiesBorrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or suchthe L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWRelevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the Relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicableApplicable Law,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 Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C IssuerRecipient determines, in its sole discretion,discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by theany Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section, it shall pay to the Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSW

Treatment of Certain Refunds. Unless required by applicableApplicable Law,applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or anthe L/C Issuer, or have any obligation to pay to any Lender or anythe L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or suchthe L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion,Recipient determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Partiesany Borrower or with respect to which the Loan Parties haveany Borrower has paid additional amounts pursuant to this Section,Section 3.01, it shall pay to the Loan Partiessuch Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Partiesa Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all documented out-of-pocket expenses (including Taxes) incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Recipient, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWGovernmental Authority with respect to such refund), provided that each Borrower, upon the request of the Recipient, agrees to pay the refunded amount paid to such Borrower (plus any refunded penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay the refunded amount to such Governmental Authority. 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 Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicableApplicable Law,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 Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C IssuerRecipient determines, in its sole discretion,discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by theany Loan PartiesParty or with respect to which theany Loan Parties haveParty has paid additional amounts pursuant to this Section,[Section 3.01], it shall pay to the Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by thea Loan PartiesParty under this Section[Section 3.01] with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Recipient, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWGovernmental Authority with respect to such refund), provided that the Loan Parties , upon the request of the Recipient, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) 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 clause (f), in no event will the applicable Recipient be required to pay any amount to any Loan Party pursuant to this clause (f) 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.

Treatment of Certain Refunds. Unless required by applicableApplicable Law,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 Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C IssuerRecipient determines, in its sole discretion,discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by theany Loan PartiesParty or with respect to which theany Loan Parties haveParty has paid additional amounts pursuant to this Section,Section 3.01, it shall pay to the Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by thea Loan PartiesParty under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Recipient, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWGovernmental Authority with respect to such refund), provided that the Loan Parties , upon the request of the Recipient, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) 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 clause (f), in no event will the applicable Recipient be required to pay any amount to any Loan Party pursuant to this clause (f) 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.

Treatment of Certain Refunds. Unless required by applicableApplicable Law,applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or anthe L/C Issuer, or have any obligation to pay to any Lender or anythe L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or suchthe L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines,Recipient determines in its sole discretion,good faith that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by theany Loan PartiesParty or with respect to which theany Loan Parties haveParty has paid additional amounts pursuant to this Section,Section 3.01, it shall pay to thesuch Loan PartiesParty an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by thea Loan PartiesParty under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Recipient, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWGovernmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) 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 such 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.

Treatment of Certain Refunds. Unless required by applicableApplicable Law,applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or anthe L/C Issuer, or have any obligation to pay to any Lender or anythe L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or suchthe L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C IssuerRecipient determines, in its sole discretion,discretion exercised in good faith, that it has received a refund or credit of any Taxes or Other Taxes as to which it has been indemnified by the Loan Partiesany Borrower or with respect to which the Loan Parties haveany Borrower has paid additional amounts pursuant to this Section,Section 3.01, it shall pay to the Loan Partiessuch Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Partiesa Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Recipient, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWGovernmental Authority with respect to such refund or credit), provided that each Borrower, upon the request of the Recipient, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) 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 such Borrower 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 Borrower or any other Person.

Treatment of Certain Refunds. Unless required by applicableApplicable Law,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 Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines,Recipient determines in its sole discretion,reasonable discretion exercised in good faith that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Partiesany Borrower or with respect to which the Loan Parties haveany Borrower has paid additional amounts pursuant to this Section,Section 3.01, it shall pay to the Loan Partiessuch Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Partiessuch Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Recipient, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWGovernmental Authority with respect to such refund), provided that such Borrower, upon the request of the Recipient, agrees to repay to the Recipient the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority other than penalties, interest or charges attributable to gross negligence or willful misconduct of 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 such Borrower 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

Treatment of Certain Refunds. Unless required by applicableApplicable Law,applicable Laws, at no time shall theeither 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 Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C IssuerRecipient determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Partiesany Credit Party or with respect to which the Loan Parties haveany Credit Party has paid additional amounts pursuant to this Section,Section 3.01, it shall pay to the Loan Partiessuch Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Partiesa Credit Party under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be,Recipient, and without interest (other than any interest paid by the relevant 885707.04-LACSR02A - MSWGovernmental Authority with respect to such refund), provided that each Credit Party, upon the request of the Recipient, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) 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 such Credit 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 Credit Party or any other Person.

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