Common use of Mitigation, Etc Clause in Contracts

Mitigation, Etc. (a) Any Lender or Issuing Lender claiming reimbursement, compensation or indemnity under Sections 2.16, 2.17 or 2.18, shall be required to deliver to the Borrower a certificate (i) setting forth in reasonable detail the amount payable to it necessary to compensate such Lender or Issuing Lender or the holding company thereof, as applicable, (ii) setting forth in reasonable detail the manner in which such amount was determined and (iii) certifying that such Lender or Issuing Lender is generally charging such amounts to similarly situated borrowers, which certificate shall be conclusive and binding on the Borrower in the absence of manifest error. (b) Any Recipient claiming any amounts pursuant to Section 2.16 or 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to avoid any costs, reductions or Taxes in respect of which such amounts are claimed, including the filing of any certificate or document reasonably requested by the Borrower or the changing of the jurisdiction of its Lending Office if such efforts would avoid the need for or reduce any such amounts that would thereafter accrue and would not, in the sole determination of such Recipient, as applicable, result in any additional costs, expenses or risks to such Recipient or be otherwise materially disadvantageous to such Recipient. (c) Failure or delay on the part of any Lender to demand compensation or indemnification pursuant to Section 2.16 or Section 2.17 shall not constitute a waiver of such Lender’s right to demand such compensation or indemnification; provided that the Borrower shall not be required to compensate or indemnify a Lender pursuant to Section 2.16 for any increased costs, reductions or any other amount incurred (or, in the case of Section 2.17, for any interest, penalties or additions to Tax incurred), more than 180 days prior to the date that such Lender notifies the Borrower of the event giving rise to such claim and of such Lender’s intention to claim compensation therefor; provided further that, if the event giving rise to such claim is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Mitigation, Etc. (a) Any Lender or Issuing Lender claiming reimbursement, compensation or indemnity under Sections 2.16, 2.17 or 2.18, shall be required to deliver to the Borrower a certificate (i) setting forth in reasonable detail the amount payable to it necessary to compensate such Lender or Issuing Lender or the holding company thereof, as applicable, (ii) setting forth in reasonable detail the manner in which such amount was determined and (iii) other than in respect of Section 2.17, certifying that such Lender or Issuing Lender is generally charging such amounts to similarly situated borrowers, which certificate shall be conclusive and binding on the Borrower in the absence of manifest error. (b) . Any Recipient claiming any amounts pursuant to Section 2.16 or 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to avoid any costs, reductions or Taxes in respect of which such amounts are claimed, including the filing of any certificate or document reasonably requested by the Borrower or the changing of the jurisdiction of its Lending Office if such efforts would avoid the need for or reduce any such amounts that would thereafter accrue and would not, in the sole determination of such Recipient, as applicable, result in any additional unreimbursed costs, expenses or risks to such Recipient or be otherwise materially disadvantageous to such Recipient. (cb) Failure or delay on the part of any Lender to demand compensation or indemnification pursuant to Section 2.16 or Section 2.17 shall not constitute a waiver of such Lender’s right to demand such compensation or indemnification; provided that the Borrower shall not be required to compensate or indemnify a Lender pursuant to Section 2.16 for any increased costs, reductions or any other amount incurred (or, in the case of Section 2.17, for any interest, penalties or additions to Tax incurred), more than 180 days prior to the date that such Lender notifies the Borrower of the event giving rise to such claim and of such Lender▇▇▇▇▇▇’s intention to claim compensation therefor; provided further that, if the event giving rise to such claim is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.