Mitigation Obligations; Replacement of Purchasers. (a) If any Purchaser requests compensation under Section 2.18, or any Note Party is required to pay any additional amount to or indemnify any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 2.20, then such Purchaser shall use reasonable efforts to designate a different lending office for funding or booking its Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Purchaser, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.18 or 2.20, as applicable, in the future or mitigate the impact of Section 2.23, as the case may be, and (ii) would not subject such Purchaser to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Purchaser in any material respect. The Issuer hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Purchaser in connection with any such designation or assignment.
(b) If (i) any Purchaser requests compensation under Section 2.18, (ii) any Note Party is required to pay any additional amount to or indemnify any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 2.20, (iii) any Purchaser is a Defaulting Purchaser or (iv) in connection with any proposed amendment, waiver or consent requiring the consent of “each Purchaser”, “each Additional Purchaser”, or “each Purchaser directly affected thereby” (or any other Class or group of Purchasers other than the Required Purchasers) with respect to which Required Purchaser or Required Additional Purchaser consent (or the consent of Purchasers holding loans or commitments of such Class or lesser group representing more than 50% of the sum of the total loans and unused commitments of such Class or lesser group at such time) has been obtained, as applicable, any Purchaser is a non-consenting Purchaser, then the Issuer may, at its sole expense and effort, upon notice to such Purchaser and the Purchaser Representative, (x) terminate the applicable Commitments of such Purchaser, and repay all Obligations of the Issuer owing to such Purchaser relating to the applicable Notes held by such Purchaser as of such termination date or (y) replace such Purchaser by requiring such Purchaser to assign and delegate (and such Purchaser shall be obligated to assign and delegate), without recourse (in acco...
Mitigation Obligations; Replacement of Purchasers. (a) If any Affected Person requests compensation under Section 1.7, Section 1.8 or Section 1.9, or if the Seller is required to pay any additional amount to any Affected Person or any Governmental Authority for the account of any Affected Person pursuant to Section 1.10, then such Affected Person will use all reasonable efforts to take such action as it deems appropriate to avoid the need for, or reduce the amount of, such compensation that would not be otherwise disadvantageous to such Affected Person; provided, however, that no Affected Person shall be obligated to incur any expense, cost or other amount in connection with utilizing such reasonable efforts.
(b) At any time there is more than one Purchaser Group, the Seller shall be permitted to replace any Purchaser (and the related Purchaser Group) (other than the Purchaser Group of which the Administrator is a member or any Purchaser which is administered by the Administrator or an Affiliate thereof) who has requested compensation under Section 1.7, Section 1.8 or Section 1.9, or if the Seller is required to pay any additional amount to such Purchaser or any Governmental Authority for the account of such Purchaser pursuant to
Mitigation Obligations; Replacement of Purchasers
