Common use of Assignment of Commitments Under Certain Circumstances; Duty to Mitigate Clause in Contracts

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(i) any Purchaser delivers a notice described in Section 7.02 or (ii) the Company is required to pay any additional amount or indemnification payment to any Purchaser pursuant to Sections 7.03 or 7.04, the Company may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Purchaser and the Agent, require such Purchaser to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.10), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Purchaser, if another Purchaser accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Company shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, and (C) the Company or such assignee shall have paid to the affected Purchaser in immediately available funds an amount equal to the sum of the principal of, and interest accrued to the date of such payment on, the outstanding VFC Certificates of such Purchaser plus all fees and other amounts accrued for the account of such Purchaser hereunder (including any amounts under Sections 7.02, 7.03 and 7.04); and provided further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Purchaser's notice under Section 7.02 or the amounts paid pursuant to Sections 7.03 or 7.04, as the case may be, cease to cause such Purchaser to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.02, or cease to result in amounts being payable under Sections 7.03 or 7.04, as the case may be (including as a result of any action taken by such Purchaser pursuant to subsection 7.05(b) below), or if such Purchaser shall withdraw its notice under Section 7.02 or shall waive its right to further payments under Sections 7.03 or 7.04 in respect of such circumstances or event, as the case may be, then such Purchaser shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(ia) In the event (i) any Purchaser Lender delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a notice described in Section 7.02 2.15 or (iiiii) the Company Borrower is required to pay any additional amount or indemnification payment to any Purchaser Lender or any Governmental Authority on account of any Lender pursuant to Sections 7.03 or 7.04Section 2.20, the Company Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b))effort, upon notice to such Purchaser Lender and the Administrative Agent, require such Purchaser Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.1010.04), all of its interests, rights and obligations under this Agreement to an assignee that which shall assume such assigned obligations (which assignee may be another PurchaserLender, if another Purchaser a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Company Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (Cz) the Company Borrower or such assignee shall have paid to the affected Purchaser Lender in immediately available funds an amount equal to the sum of the principal of, of and interest accrued to the date of such payment on, on the outstanding VFC Certificates Loans of such Purchaser Lender plus all fees Fees and other amounts accrued for the account of such Purchaser Lender hereunder (including any amounts under Sections 7.02, 7.03 Section 2.14 and 7.04Section 2.16); and provided further that, that if prior to any such transfer and assignment the circumstances or event that resulted in such PurchaserLender's claim for compensation under Section 2.14 or notice under Section 7.02 2.15 or the amounts paid pursuant to Sections 7.03 or 7.04Section 2.20, as the case may be, cease to cause such Purchaser Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.022.15, or cease to result in amounts being payable under Sections 7.03 or 7.04Section 2.20, as the case may be (including as a result of any action taken by such Purchaser Lender pursuant to subsection 7.05(bparagraph (b) below), or if such Purchaser Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 7.02 2.15 or shall waive its right to further payments further (b) If (i) any Lender shall request compensation under Sections 7.03 Section 2.14, (ii) any Lender delivers a notice described in Section 2.15 or 7.04 in respect (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 2.20, then, such circumstances or event, as the case may be, then such Purchaser Lender shall use reasonable efforts (which shall not thereafter require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be required to make any such transfer and assignment hereunder.significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(ia) In the event (i) any Purchaser Lender delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a notice described in Section 7.02 2.15 or (iiiii) the Company Borrower is required to pay any additional amount or indemnification payment to any Purchaser Lender or any Governmental Authority on account of any Lender pursuant to Sections 7.03 or 7.04Section 2.20, the Company Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b))effort, upon notice to such Purchaser Lender and the Administrative Agent, require such Purchaser Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.1010.04), all of its interests, rights and obligations under this Agreement to an assignee that which shall assume such assigned obligations (which assignee may be another PurchaserLender, if another Purchaser a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Company Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (Cz) the Company Borrower or such assignee shall have paid to the affected Purchaser Lender in immediately available funds an amount equal to the sum of the principal of, of and interest accrued to the date of such payment on, on the outstanding VFC Certificates Loans of such Purchaser Lender plus all fees Fees and other amounts accrued for the account of such Purchaser Lender hereunder (including any amounts under Sections 7.02, 7.03 Section 2.14 and 7.04Section 2.16); and provided further that, that if prior to any such transfer and assignment the circumstances or event that resulted in such PurchaserLender's claim for compensation under Section 2.14 or notice under Section 7.02 2.15 or the amounts paid pursuant to Sections 7.03 or 7.04Section 2.20, as the case may be, cease to cause such Purchaser Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.022.15, or cease to result in amounts being payable under Sections 7.03 or 7.04Section 2.20, as the case may be (including as a result of any action taken by such Purchaser Lender pursuant to subsection 7.05(bparagraph (b) below), or if such Purchaser Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 7.02 2.15 or shall waive its right to further payments under Sections 7.03 or 7.04 Section 2.20 in respect of such circumstances or event, as the case may be, then such Purchaser Lender shall not thereafter be required to make any such transfer and assignment hereunder. (b) If (i) any Lender shall request compensation under Section 2.14, (ii) any Lender delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 2.20, then, such Lender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant)

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) If (a)(ii) any Purchaser or Liquidity Bank delivers a notice described in Section 7.02 hereof or (ii) the Company is required to pay any additional amount or indemnification payment to any Purchaser or Liquidity Bank pursuant to Sections 7.03 or 7.04Section 7.03, the Company may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection Section 11.10(b)), upon notice to such Purchaser or Liquidity Bank and the Agent, require such Purchaser or Liquidity Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.10), all of its interests, rights and obligations under this Agreement to an assignee Eligible Assignee that shall assume such assigned obligations (which assignee may be another PurchaserPurchaser or Liquidity Bank, as applicable, if another Purchaser or Liquidity Bank accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Company shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, and (C) the Company or such assignee shall have paid to the affected Purchaser or Liquidity Bank in immediately available funds an amount equal to the sum of the principal of, and interest accrued to the date of such payment on, the outstanding VFC Certificates Beneficial Interests of such Purchaser or Liquidity Bank plus all fees and other amounts accrued for the account of such Purchaser or Liquidity Banks hereunder (including any amounts under Sections 7.02, 7.03 and 7.04); and provided further provided, further, that, if prior to any such transfer and assignment the circumstances or event that resulted in such Purchaser's or Liquidity Bank's 51 56 notice under Section 7.02 or the amounts paid pursuant to Sections 7.03 or 7.04Section 7.03, as the case may be, cease to cause such Purchaser or Liquidity Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.02, or cease to result in amounts being payable under Sections 7.03 or 7.04Section 7.03, as the case may be (including as a result of any action taken by such Purchaser or Liquidity Bank pursuant to subsection Section 7.05(b) below), or if such Purchaser or Liquidity Bank shall withdraw its notice under Section 7.02 or shall waive its right to further payments under Sections Section 7.03 or 7.04 in respect of such circumstances or event, as the case may be, then such Purchaser or Liquidity Bank shall not thereafter be required to make any such transfer and assignment hereunder. (b) If (i) any Purchaser or Liquidity Banks delivers a notice described in Section 7.02 or (ii) the Company is required to pay any additional amount to any Purchaser or Liquidity Bank pursuant to Section 7.03, then such Purchaser or Liquidity Bank shall use reasonable efforts (which shall not require such Purchaser or Liquidity Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to (A) file any certificate or document reasonably requested in writing by the Company or (B) assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would enable it to withdraw its notice delivered pursuant to Section 7.02 or would reduce amounts payable pursuant to Section 7.03, as the case may be, in the future. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Purchaser or Liquidity Banks in connection with any such filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(ia) In the event (i) any Purchaser DIP Creditor delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any DIP Creditor delivers a notice described in Section 7.02 or 2.15, (iiiii) the Company is required to pay any additional amount or indemnification payment to any Purchaser DIP Creditor or any Governmental Authority on account of any DIP Creditor pursuant to Sections 7.03 Section 2.20, (iv) any DIP Creditor refuses to consent to any amendment, waiver or 7.04other modification of any Credit Document requested by the Company that requires the consent of all DIP Creditors or all DIP Creditors directly and adversely affected thereby and such amendment, waiver or other modification is consented to by the Required DIP Creditors, or (v) any DIP Creditor becomes a Defaulting DIP Creditor, then, in each case, the Company may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(bSection 9.04(b)(v)), upon notice to such Purchaser DIP Creditor, as the case may be, and the AgentCo-Administrative Agents, require such Purchaser DIP Creditor to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.109.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.14, 2.16 and 2.20, its rights pursuant to Section 9.05 in respect of the period in which it was a DIP Creditor) and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Term Loans, Notes or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee Eligible Assignee (which (x) Eligible Assignee may be an Affiliated DIP Creditor only if Section 9.04(k) is complied with and (y) may not be the Company or any Subsidiary thereof) that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Credit Documents (which assignee may be another PurchaserDIP Creditor, if another Purchaser a DIP Creditor accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Company shall have received the prior written consent of the AgentCo-Administrative Agents, which consent consents shall not unreasonably be withheld, conditioned or delayed, and (Cz) the Company or such assignee shall have paid to the affected Purchaser DIP Creditor in immediately available funds an amount equal to the sum of the principal of, of and interest accrued to the date of such payment on, on the outstanding VFC Certificates Term Loans or Notes of such Purchaser DIP Creditor, respectively, plus all fees Fees and Premiums and other amounts accrued for the account of such Purchaser DIP Creditor hereunder with respect thereto (including any amounts under Sections 7.022.14, 7.03 2.16 and 7.042.20 and, the prepayment fee referred to in Section 2.11(c), which fee shall be payable by the Company); and provided further provided, further, that, if prior to any such transfer and assignment the circumstances or event that resulted in such Purchaser's DIP Creditor’s claim for compensation under Section 2.14, notice under Section 7.02 or the 2.15, entitlement to receive amounts paid pursuant to Sections 7.03 Section 2.20 or 7.04being a Defaulting DIP Creditor, as the case may be, cease to cause such Purchaser DIP Creditor to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.022.15, or cease to result in amounts being payable under Sections 7.03 Section 2.20, or 7.04cease to cause such DIP Creditor to be a Defaulting DIP Creditor, as the case may be (including as a result of any action taken by such Purchaser DIP Creditor pursuant to subsection 7.05(bparagraph (b) below), or if such Purchaser DIP Creditor shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 7.02 2.15 or shall waive its right to further payments under Sections 7.03 or 7.04 Section 2.20 in respect of such circumstances or eventevent or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, or shall cease to be a Defaulting DIP Creditor, then such Purchaser DIP Creditor shall not thereafter be required to make any such transfer and assignment hereunder. Notwithstanding anything to the contrary, in the event that a DIP Creditor that is being replaced pursuant to this Section 2.21(a) does not execute an Assignment and Acceptance (or an Affiliated DIP Creditor Assignment and Acceptance) within one (1) Business Day after being requested to do so, such assignment shall be deemed to have occurred on such Business Day without such DIP Creditor’s execution of such documentation but after satisfaction of the other conditions set forth herein. (b) If (i) any DIP Creditor shall request compensation under Section 2.14, (ii) any DIP Creditor delivers a notice described in Section 2.15 or (iii) the Company is required to pay any additional amount to any DIP Creditor or any Governmental Authority on account of any DIP Creditor pursuant to Section 2.20, then such DIP Creditor shall use reasonable efforts (which shall not require such DIP Creditor to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Company or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such DIP Creditor, such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Company hereby agrees to pay all reasonable costs and expenses incurred by any DIP Creditor in connection with any such filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(i) any Purchaser delivers a notice described in Section 7.02 or (ii) the Company is required to pay any additional amount or indemnification payment to any Purchaser pursuant to Sections 7.03 or 7.04, the Company may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Purchaser and the Agent, require such Purchaser to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.10), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Purchaser, if another Purchaser accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Company shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, and (C) the Company or such assignee shall have paid to the affected Purchaser in immediately available funds an amount equal to the sum of the principal of, and interest accrued to the date of such payment on, the outstanding VFC Certificates of such Purchaser plus all fees and other amounts accrued for the account of such Purchaser hereunder (including any amounts under Sections 7.02, 7.03 and 7.04); and provided further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Purchaser's notice under Section 7.02 or the amounts paid pursuant to Sections 7.03 or 7.04, as the case may be, cease to cause such Purchaser to suffer increased costs or reductions in 42 amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.02, or cease to result in amounts being payable under Sections 7.03 or 7.04, as the case may be (including as a result of any action taken by such Purchaser pursuant to subsection 7.05(b) below), or if such Purchaser shall withdraw its notice under Section 7.02 or shall waive its right to further payments under Sections 7.03 or 7.04 in respect of such circumstances or event, as the case may be, then such Purchaser shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(ia) In the event (i) any Purchaser Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender delivers a notice described in Section 7.02 2.16 or (iiiii) the Company Borrower is required to pay any additional amount or indemnification payment to any Purchaser Lender or any Governmental Authority on account of any Lender pursuant to Sections 7.03 or 7.04Section 2.21, the Company Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Purchaser Lender and the Administrative Agent, require such Purchaser Lender to transfer and assign, without recourse assign (in accordance with and subject to the restrictions contained in Section 11.1010.04, other than 10.04(b)(ii)(B)), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another PurchaserLender, if another Purchaser a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Company Borrower shall have received the prior written consent of the AgentAdministrative Agent with regard to the identity of the assignee, which consent shall not unreasonably be withheldwithheld or delayed, and (CB) the Company or such assignee (or the Borrower, in the case of amounts then due and payable by it) shall have paid to the affected Purchaser Lender in immediately available funds an amount equal to the sum of the principal of, of and interest accrued to the date of such payment on, on the outstanding VFC Certificates of Loan amounts corresponding to such Purchaser Lender plus all fees Fees and other amounts accrued for the account of such Purchaser Lender hereunder with respect thereto (including any amounts under Sections 7.02, 7.03 2.15 and 7.042.17); and provided further thatprovided, further, that if prior to receipt of notice of any such transfer and assignment the circumstances or event that resulted in such Purchaser's Lender’s claim for compensation under Section 2.15, notice under Section 7.02 2.16 or the amounts paid pursuant to Sections 7.03 or 7.04Section 2.21, as the case may be, cease to cause such Purchaser Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.022.16, or cease to result in amounts being payable under Sections 7.03 or 7.04Section 2.21, as the case may be (including as a result of any action taken by such Purchaser Lender pursuant to subsection 7.05(bparagraph (b) below), or if such Purchaser Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances or event or shall withdraw its notice under Section 7.02 2.16 or shall waive its right to further payments under Sections 7.03 or 7.04 Section 2.21 in respect of such circumstances or eventevent or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Purchaser Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 2.22(a). (b) If (i) any Lender shall request compensation under Section 2.15, (ii) any Lender delivers a notice described in Section 2.16 or (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 2.21, then such Lender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be material) (A) to file any certificate or document reasonably requested by the Borrower or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.15 or enable it to withdraw its notice pursuant to Section 2.16 or would reduce amounts payable pursuant to Section 2.21, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(ia) In the event (i) any Purchaser Lender delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a notice described in Section 7.02 2.15 or (iiiii) the Company Borrower is required to pay any additional amount or indemnification payment to any Purchaser Lender or any Governmental Authority on account of any Lender pursuant to Sections 7.03 or 7.04Section 2.20, the Company Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Purchaser Lender and the Administrative Agent, require such Purchaser Lender to transfer and assign, without recourse assign (in accordance with and subject to the restrictions contained in Section 11.1010.04, other than 10.04(b)(ii)(B)), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another PurchaserLender, if another Purchaser a Lender accepts such assignment); provided provided, that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (Bx) the Company Borrower shall have received the prior written consent of the AgentAdministrative Agent with regard to the identity of the assignee, which consent shall not unreasonably be withheldwithheld or delayed, and (Cy) the Company or such assignee (or the Borrower, in the case of amounts then due and payable by it) shall have paid to the affected Purchaser Lender in immediately available funds an amount equal to the sum of the principal of, of and interest accrued to the date of such payment on, on the outstanding VFC Certificates Loans of such Purchaser Lender plus all fees Fees and other amounts accrued for the account of such Purchaser Lender hereunder with respect thereto (including any amounts under Sections 7.02, 7.03 2.14 and 7.042.16); and provided further thatprovided, further, that if prior to receipt of notice of any such transfer and assignment the circumstances or event that resulted in such Purchaser's Lender’s claim for compensation under Section 2.14, notice under Section 7.02 2.15 or the amounts paid pursuant to Sections 7.03 or 7.04Section 2.20, as the case may be, cease to cause such Purchaser Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.022.15, or cease to result in amounts being payable under Sections 7.03 or 7.04Section 2.20, as the case may be (including as a result of any action taken by such Purchaser Lender pursuant to subsection 7.05(bparagraph (b) below), or if such Purchaser Lender shall waive its right to claim further compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 7.02 2.15 or shall waive its right to further payments under Sections 7.03 or 7.04 Section 2.20 in respect of such circumstances or eventevent or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Purchaser Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 2.21(a). (b) If (i) any Lender shall request compensation under Section 2.14, (ii) any Lender delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 2.20, then such Lender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(ia) In the event (i) any Purchaser Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender delivers a notice described in Section 7.02 2.16 or (iiiii) the Company Borrower is required to pay any additional amount or indemnification payment to any Purchaser Lender or any Governmental Authority on account of any Lender pursuant to Sections 7.03 or 7.04Section 2.21, the Company Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b))effort, upon notice to such Purchaser Lender and the Administrative Agent, require such Purchaser Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.109.04), all of its interests, rights and obligations under this Agreement to an assignee that which shall assume such assigned obligations (which assignee may be another PurchaserLender, if another Purchaser a Lender accepts such assignment); provided that (Ax) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (By) the Company Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (Cz) the Company Borrower or such assignee shall have paid to the affected Purchaser Lender in immediately available funds an amount equal to the sum of the principal of, of and interest accrued to the date of such payment on, on the outstanding VFC Certificates Loans of such Purchaser Lender plus all fees Fees and other amounts accrued for the account of such Purchaser Lender hereunder (including any amounts under Sections 7.02, 7.03 Section 2.15 and 7.04Section 2.17); and provided further thatprovided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Purchaser's Lender’s claim for compensation under Section 2.15 or notice under Section 7.02 2.16 or the amounts paid pursuant to Sections 7.03 or 7.04Section 2.21, as the case may be, cease to cause such Purchaser Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.022.16, or cease to result in amounts being payable under Sections 7.03 or 7.04Section 2.21, as the case may be (including as a result of any action taken by such Purchaser Lender pursuant to subsection 7.05(bparagraph (b) below), or if such Purchaser Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances or event or shall withdraw its notice under Section 7.02 2.16 or shall waive its right to further payments under Sections 7.03 or 7.04 Section 2.21 in respect of such circumstances or event, as the case may be, then such Purchaser Lender shall not thereafter be required to make any such transfer and assignment hereunder. (b) If (i) any Lender shall request compensation under Section 2.15, (ii) any Lender delivers a notice described in Section 2.16 or (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section 2.21, then, such Lender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower, or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.16 or would reduce amounts payable pursuant to Section 2.21, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing, assignment, delegation and transfer. (c) The Borrower shall be permitted to replace any Defaulting Lender with a replacement financial institution; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, in immediately available funds, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.04 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a)(i) any Purchaser delivers a notice described in Section 7.02 or (ii) the Company is required to pay any additional amount or indemnification payment to any Purchaser pursuant to Sections 7.03 or 7.04, the Company may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Purchaser and the Agent, require such Purchaser to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 11.10), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Purchaser, if another Purchaser accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Company Series 1997-2 Supplement shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, and (C) the Company or such assignee shall have paid to the affected Purchaser in immediately available funds an amount equal to the sum of the principal of, and interest accrued to the date of such payment on, the outstanding VFC Certificates of such Purchaser plus all fees and other amounts accrued for the account of such Purchaser hereunder (including any amounts under Sections 7.02, 7.03 and 7.04); and provided further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Purchaser's notice under Section 7.02 or the amounts paid pursuant to Sections 7.03 or 7.04, as the case may be, cease to cause such Purchaser to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 7.02, or cease to result in amounts being payable under Sections 7.03 or 7.04, as the case may be (including as a result of any action taken by such Purchaser pursuant to subsection 7.05(b) below), or if such Purchaser shall withdraw its notice under Section 7.02 or shall waive its right to further payments under Sections 7.03 or 7.04 in respect of such circumstances or event, as the case may be, then such Purchaser shall not thereafter be required to make any such transfer and assignment hereunder.