Common use of Mitigation of Circumstances Clause in Contracts

Mitigation of Circumstances. Each Lender shall promptly notify Representative of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrowers to pay any amount pursuant to Section 5.9 or Section 5.10 or (ii) the occurrence of any circumstances described in Section 5.9 or Section 5.10 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Representative and Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrowers of) any event described in clause (i) or (ii) of Section 5.11 above and such designation will not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender. If any Lender or Agent receives a refund or credit in respect of any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 5.11, such Lender or Agent shall within 30 days from the date of such receipt pay the amount of such refund or credit to Borrowers, net of all reasonable out-of-pocket expenses of such Lender or Agent and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund or credit); provided, that Borrowers, upon request of such Lender or Agent, agree to repay the amount paid over to Borrowers (plus penalties, interest or other reasonable charges) to such Lender or to Agent in the event such Lender or Agent is required to repay such refund or credit to such Governmental Authority. This Section 5.11 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information relating to it that it deems confidential) to Borrowers or any other Person.

Mitigation of Circumstances. Each (a) Lender shall promptly notify Representative Borrower of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrowers Borrower to pay any amount pursuant to Section 5.9 Sections 5.5 or Section 5.10 6.1 or (ii) the occurrence of any circumstances described in Section 5.9 Sections 6.2 or Section 5.10 6.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Representative and AgentBorrower). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to Borrowers Borrower of) any event described in clause (i) or (ii) of Section 5.11 above and such designation will not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender. . (b) If Lender demands that Borrower pay any Lender or Agent receives a refund or credit in respect of any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts amount pursuant to Sections 5.5 or 6.1, then Borrower may, at its sole expense, upon notice to Lender, require Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.13), all of its interests, rights and obligations under this Section 5.11, Agreement to an assignee selected by Borrower that shall assume such obligations; provided that Lender or Agent shall within 30 days have received from the date assignee payment of such receipt pay an amount equal to the outstanding principal amount of such refund or credit the Term Loan, accrued interest thereon, accrued fees and all other amounts payable to Borrowers, net of all reasonable out-of-pocket expenses of such it hereunder. Lender or Agent and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund or credit); provided, that Borrowers, upon request of such Lender or Agent, agree to repay the amount paid over to Borrowers (plus penalties, interest or other reasonable charges) to such Lender or to Agent in the event such Lender or Agent is required to repay such refund or credit to such Governmental Authority. This Section 5.11 shall not be construed required to make any such assignment if, prior thereto, as a result of a waiver by Lender or otherwise, the circumstances entitling Borrower to require Agent or any Lender such assignment cease to make available its tax returns (or any other information relating to it that it deems confidential) to Borrowers or any other Personapply.