Common use of Notice and Mitigation Clause in Contracts

Notice and Mitigation. (i) To claim any amount under this Section 2.10, the Affected Party must deliver to Borrower a certificate setting forth in reasonable detail any amount or amounts that such Affected Party is entitled to receive pursuant to this Section 2.10 (including calculations, in reasonable detail, showing how such Affected Party computed such amount or amounts). Borrower shall pay such Affected Party the amount due and payable and set forth on any such certificate within thirty (30) days after its receipt. (ii) Except as specifically provided in this Section 2.10, each Affected Party will take reasonable measures to avoid the need for, or reduce the amount of, compensation, reimbursement or indemnification pursuant to this Section 2.10; PROVIDED, that no Affected Party will be required to take any measure that, in its reasonable judgment, would be materially disadvantageous to it or inconsistent with its legal and regulatory position. (iii) If any material Tax or other charge of a type not generally imposed on lenders making loans of the types contemplated by this Agreement is imposed on payments to any Lender, or if any Affected Party is entitled to compensation, reimbursement or indemnification pursuant to this Section 2.10 in any material amount and other lenders making loans of the types contemplated by this Agreement would not generally be so entitled, and Borrower is obligated hereunder to compensate, reimburse or indemnify such Lender for such Tax or other charge, then (A) Borrower may, within ten (10) days after receipt of notice of such obligation, request that such Lender assign its portion of the affected Loan or Loans to another Person reasonably acceptable to the Administrative Agent and such Lender, and such Lender will use reasonable efforts to negotiate such an assignment, and (B) if Borrower identifies a replacement lender that is reasonably acceptable to the Administrative Agent and the other Lenders (if any), then such Lender will promptly assign its portion of the affected Loan or Loans to such replacement lender pursuant to an assignment reasonably acceptable to the assigning Lender.

Notice and Mitigation. (iA) To If the Purchaser shall become aware of any relevant taxation claim or an event likely to give rise to such a claim it shall forthwith give written notice thereof to the Vendor setting out reasonable particulars thereof, insofar as then available, including the amount and the date on which the Vendor is bound to make a payment in respect of that relevant taxation claim, ascertained in accordance with sub-paragraph 2.2, but no failure by the Purchaser to comply with this sub-clause shall affect the Vendor's obligations under sub-paragraph 2.1 unless the failure to comply with this sub- paragraph 2.7(A) shall have prevented the Vendor (or the Purchaser or any amount member of the Sale Group acting in accordance with the wishes of the Vendor under this Section 2.10sub- paragraph 2.7(C)) from taking such actions which might reasonably have been expected to reduce or eliminate the taxation claim, in which case no claim may be made under sub-paragraph 2.1 to the extent that such claim would have been so eliminated or reduced. (B) Except in a case where fraud is alleged the Purchaser shall take such action and give such information and assistance in connection with the affairs of the Sale Group as the Vendor may reasonably and promptly by notice request to avoid, resist, appeal or compromise a relevant taxation claim provided that:- (1) neither the Sale Group nor the Purchaser shall be obliged to appeal against any assessment, notice, demand or decision if, having given the Vendor written notice of the receipt thereof, the Affected Party must deliver Purchaser has not within 14 days thereafter received instructions in writing from the Vendor to Borrower a certificate setting forth do so; and (2) neither the Sale Group nor the Purchaser shall in reasonable detail any amount circumstances be obliged to pursue any appeal beyond the General Commissioners of Inland Revenue, the Special Commissioners of Inland Revenue, or amounts Value Added Tax Tribunal or any equivalent forum in the United Kingdom or any other jurisdiction unless, in the opinion of leading tax counsel of at least ten years' call (approved by the Purchaser in advance, such approval not to be unreasonably withheld) an appeal to any higher court will, on the balance of probabilities, be successful. (C) The action which the Vendor may request under sub-paragraph (B) shall include (without limitation) the Sale Group or the Purchaser applying to postpone (so far as legally possible) the payment of any taxation and allowing the Vendor to take on or take over at its own expense the conduct of all proceedings of whatsoever nature arising in connection with the relevant taxation claim in question. If the Vendor takes on or takes over the conduct of proceedings, the Purchaser shall, and shall procure that the Sale Group shall, provide such Affected Party information and assistance as the Vendor may reasonably require in connection with the preparation for and conduct of such proceedings. (D) Where the Sale Group or the Purchaser is entitled to recover, or to receive pursuant to this Section 2.10 credit for, from some other person (including calculationsany taxing or other authority) any sum in respect of any relevant taxation claim (including, in reasonable detailwithout restriction, showing how such Affected Party computed such amount or amounts). Borrower shall pay such Affected Party the set- off of the amount due represented by a relevant taxation claim under any provisions of any jurisdiction which deal with double tax relief, or the set-off or increased set-off of ACT, or any deduction against a liability to taxation in respect of an amount paid under a relevant taxation claim) the Purchaser shall take such action as the Vendor may reasonably and promptly by notice request to enforce such recovery by the Sale Group and shall account to the Vendor for any amount so recovered by the Sale Group not exceeding the amount paid by the Vendor hereunder in respect of that relevant taxation claim together with any interest or repayment supplement included in such recovery less any taxation payable and set forth on any such certificate within thirty (30) days after its receiptthereon. (iiE) Except as specifically provided Notwithstanding anything in this Section 2.10Agreement, each Affected Party will neither the Purchaser nor the Sale Group shall be obliged to take reasonable measures any steps to avoid the need for, or reduce the amount of, compensation, reimbursement of any relevant taxation claim or indemnification pursuant to this Section 2.10; PROVIDED, that no Affected Party will be required to take recover any measure that, in its reasonable judgment, would be materially disadvantageous to it or inconsistent with its legal amount from any other person unless the Vendor shall first indemnify and regulatory position. (iii) If any material Tax or other charge of a type not generally imposed on lenders making loans of secure the types contemplated by this Agreement is imposed on payments to any Lender, or if any Affected Party is entitled to compensation, reimbursement or indemnification pursuant to this Section 2.10 in any material amount and other lenders making loans of the types contemplated by this Agreement would not generally be so entitled, and Borrower is obligated hereunder to compensate, reimburse or indemnify such Lender for such Tax or other charge, then (A) Borrower may, within ten (10) days after receipt of notice of such obligation, request that such Lender assign its portion of the affected Loan or Loans to another Person reasonably acceptable to the Administrative Agent and such Lender, and such Lender will use reasonable efforts to negotiate such an assignment, and (B) if Borrower identifies a replacement lender that is reasonably acceptable to the Administrative Agent Sale Group and the other Lenders (if any)Purchaser to their satisfaction against all losses, then such Lender will promptly assign its portion of the affected Loan or Loans to such replacement lender pursuant to an assignment reasonably acceptable to the assigning Lendercosts, interest, damages and expenses which may be incurred thereby.

Notice and Mitigation. (i) To claim any amount under Upon the occurrence of an event that entitles an Affected Party to compensation, reimbursement or indemnification pursuant to this Section 2.10, the Affected Party must deliver to Borrower a certificate setting forth in reasonable detail any amount or amounts that such Affected Party is entitled to receive pursuant to will give the Borrower prompt notice of such event and, if applicable, the date compliance with this Section 2.10 (including calculations, in reasonable detail, showing how such Affected Party computed such amount or amounts). Borrower shall pay such Affected Party the amount due and payable and set forth on any such certificate within thirty (30) days after its receiptis required. (ii) Except as specifically provided in this Section 2.10, each Affected Party will take reasonable measures to avoid the need for, or reduce the amount of, compensation, reimbursement or indemnification pursuant to this Section 2.10, including designating an alternate lending office with respect to its Eurodollar Loans; PROVIDEDprovided, that no Affected Party will be required to take any measure that, in its reasonable judgment, would be materially disadvantageous to it or inconsistent with its legal and regulatory position. (iii) If any material Tax or other charge of a type not generally imposed on lenders making loans of the types contemplated by this Financing Agreement is imposed on payments to any Lender, or if any Affected Party is entitled to compensation, reimbursement or indemnification pursuant to this Section 2.10 in any material amount Lender and other lenders making loans of the types contemplated by this Agreement would not generally be so entitled, and Borrower is obligated hereunder to compensate, reimburse or indemnify compensate such Lender for such Tax or other charge, then (A) the Borrower may, within ten (10) days Business Days after receipt of notice of such obligationTax or other charge, request that such Lender assign its portion of the affected Loan or Loans to another Person reasonably acceptable to the Administrative Agent and such Lender, and such Lender will use reasonable efforts to negotiate such an assignment. (iv) If any Lender makes any demand for compensation with respect to Eurodollar Loans because (i) it is unlawful for such Lender to make Eurodollar Loans or (ii) there is an increased cost or an increased capital requirement for such Lender, then the Borrower may, on three (3) Business Day’s prior written notice to such Lender through the Administrative Agent, elect to convert such Eurodollar Loan to a Base Rate Loan and (B) if thereafter, unless and until such Lender notifies the Borrower identifies a replacement lender that is reasonably acceptable the circumstances giving rise to the Administrative Agent and the other Lenders (if any)notice no longer apply, then all such Loans by such Lender will promptly assign its portion bear interest at the Interest Rate for Base Rate Loans, notwithstanding prior election by the Borrower to the contrary. If the Borrower receives a notice from or on behalf of such Lender that the affected Loan or circumstances giving rise to the first notice no longer apply, the Borrower will have the right to convert all such Base Rate Loans to Eurodollar Loans by providing notice at least three (3) Business Days prior to such replacement lender pursuant to an assignment reasonably acceptable to the assigning Lenderconversion.