Filings by Lender. (i) Borrower shall use reasonable efforts in ----------------- good faith to file (or update the filing of) any certificate or document provided or requested by Lender or take any reasonable action requested by Lender if the filing of such certificate or document or the taking of such action would avoid the need for, reduce the amount of, or assist in the recovery of any payment of Taxes, or avoid the circumstances giving rise to the need for such payment, and (ii) in the event Borrower fails to exercise the reasonable efforts in good faith described in Section 3.5(D)(i) above, the Taxes arising from such failure shall be considered Non-Excluded Taxes and Borrower shall indemnify Lender in accordance with Section 3.5(B).
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Samples: Subordinated Note Agreement (Fox Television Stations Inc /De/), Subordinated Note Agreement (Fox Kids Worldwide Inc), Subordinated Note Agreement (Fox Family Worldwide Inc)
Filings by Lender. (i) Borrower shall use reasonable efforts in good ----------------- good faith to file (or update the filing of) any certificate or document provided or requested by Lender or take any reasonable action requested by Lender if the filing of such certificate or document or the taking of such action would avoid the need for, reduce the amount of, or assist in the recovery of any payment of Taxes, or avoid the circumstances giving rise to the need for such payment, and (ii) in the event Borrower fails to exercise the reasonable efforts in good faith described in Section 3.5(D)(i) above, the Taxes arising from such failure shall be considered Non-Non- Excluded Taxes and Borrower shall indemnify Lender in accordance with Section 3.5(B).
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Samples: Subordinated Note Agreement (Fox Kids Worldwide Inc)
Filings by Lender. (i) Borrower shall use reasonable efforts in ----------------- good faith to file (or update the filing of) any certificate or document provided or requested by the Lender or take any reasonable action requested by the Lender if the filing of such certificate or document or the taking of such action would avoid the need for, reduce the amount of, or assist in the recovery of any payment of Taxes, or avoid the circumstances giving rise to the need for such payment, payment and (ii) in the event Borrower fails to exercise the reasonable efforts in good faith described in Section 3.5(D)(i3.6(E)(i) above, the Taxes arising from such failure shall be considered Non-Excluded Taxes and Borrower shall indemnify Lender in accordance with Section 3.5(B3.6(B).
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