Common use of Mitigation Obligations; Replacement of Purchasers Clause in Contracts

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 accordance with and subject to the restrictions contained in Section 9.05), all of its interests, rights and obligations under this Agreement to an Eligible Transferee that assumes such obligations (which Eligible Transferee may be another Purchaser, if any Purchaser accepts such assignment); provided that (A) such Purchaser has received payment of an amount equal to the outstanding principal amount of its Notes of such Class of Notes and/or Commitments, accrued interest thereon, accrued fees and all other amounts payable to it under any Note Document with respect to such Class of Notes and/or Commitments, (B) in the case of any assignment resulting from a claim for compensation under Section 2.18 or any payment required to be made pursuant to Section 2.20, such assignment would result in a reduction in such compensation or payment and (C) such assignment does not conflict with applicable Requirements of Law. No Purchaser (other than a Defaulting Purchaser) shall be required to make any such assignment and delegation, and the Issuer may not repay the Obligations of such Purchaser or terminate its Commitments, in each case, if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling the Issuer to require such assignment and delegation cease to apply. Each Purchaser agrees that if it is replaced pursuant to this Section 2.22, it shall execute and deliver to the Purchaser Representative a Transfer Agreement to evidence such sale and purchase and deliver to the Purchaser Representative any Note subject to such Transfer Agreement (provided that the failure of any Purchaser replaced pursuant to this Section 2.22 to execute a Transfer Agreement or deliver any such Note shall not render such sale and purchase (and the corresponding assignment) invalid), such assignment shall be recorded in the Register and any such Note shall be deemed cancelled. If such Purchaser fails to execute such Transfer Agreement, it shall be deemed to have so executed such Transfer Agreement and the Purchaser Representative shall have full authority (as directed by the Required Purchasers) to effect such deemed transfer and record it in the Register.

Mitigation Obligations; Replacement of Purchasers. (a) If any Purchaser Affected Person requests compensation under Section 2.181.7, Section 1.8 or Section 1.9, or any Note Party if the Seller is required to pay any additional amount to any Affected Person or indemnify 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. (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) 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 any such Purchaser pursuant to Section 2.201.10, then such provided, however, that the Seller shall be permitted to replace (i) the Purchaser shall use reasonable efforts to designate Group of which the Administrator is a different lending office for funding member or booking its Notes hereunder (ii) any Purchaser which is administered by the Administrator or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, an Affiliate thereof only if, in either case, the reasonable judgment of such PurchaserAdministrator is also replaced contemporaneously, such designation or assignment pursuant to documents reasonably satisfactory to the Administrator; provided that (i) would eliminate or reduce the replacement financial institution shall purchase, at par, all Capital and other 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 owing to such replaced Purchaser in any material respect. The Issuer hereby agrees on or prior 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 2.18the date of replacement, (ii) any Note Party is required the replacement financial institution, if not already a member of an existing Purchaser Group, shall be reasonably satisfactory to pay any additional amount to or indemnify any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 2.20Administrator, (iii) any Purchaser is a Defaulting Purchaser or until such time as such replacement shall be consummated, the Seller shall pay all additional amounts requested, subject to the terms of this Agreement, and (iv) in connection with any proposed amendmentsuch replacement shall not be deemed to be a waiver of any rights that the Seller, waiver or consent requiring the consent of “each Purchaser”, “each Additional Purchaser”, or “each Purchaser directly affected thereby” (Administrator or any other Class or group of Purchasers other than Purchaser shall have against the Required Purchasers) with respect to which Required replaced 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 accordance with and subject to the restrictions contained in Section 9.05), all member of its interests, rights and obligations under this Agreement to an Eligible Transferee that assumes such obligations (which Eligible Transferee may be another Purchaser, if any Purchaser accepts such assignment); provided that (A) such Purchaser has received payment of an amount equal to the outstanding principal amount of its Notes of such Class of Notes and/or Commitments, accrued interest thereon, accrued fees and all other amounts payable to it under any Note Document with respect to such Class of Notes and/or Commitments, (B) in the case of any assignment resulting from a claim for compensation under Section 2.18 or any payment required to be made pursuant to Section 2.20, such assignment would result in a reduction in such compensation or payment and (C) such assignment does not conflict with applicable Requirements of Law. No Purchaser (other than a Defaulting Purchaser) shall be required to make any such assignment and delegation, and the Issuer may not repay the Obligations of such Purchaser or terminate its Commitments, in each case, if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling the Issuer to require such assignment and delegation cease to apply. Each Purchaser agrees that if it is replaced pursuant to this Section 2.22, it shall execute and deliver to the Purchaser Representative a Transfer Agreement to evidence such sale and purchase and deliver to the Purchaser Representative any Note subject to such Transfer Agreement (provided that the failure of any Purchaser replaced pursuant to this Section 2.22 to execute a Transfer Agreement or deliver any such Note shall not render such sale and purchase (and the corresponding assignment) invalid), such assignment shall be recorded in the Register and any such Note shall be deemed cancelled. If such Purchaser fails to execute such Transfer Agreement, it shall be deemed to have so executed such Transfer Agreement and the Purchaser Representative shall have full authority (as directed by the Required Purchasers) to effect such deemed transfer and record it in the RegisterGroup.

Mitigation Obligations; Replacement of Purchasers. (a) If any Purchaser requests compensation under Section 2.182.14, or if any Note Party Issuer is required to pay any Indemnified Taxes or additional amount to or indemnify any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 2.202.16, then such Purchaser shall use reasonable efforts to designate a different lending office for funding or booking its Notes purchased 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 2.14 or 2.20, as applicable, in the future or mitigate the impact of Section 2.232.16, as the case may be, in the future 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 respectPurchaser. The Issuer Issuers hereby agrees agree 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 shall become affected by any of the changes or events described in Section 2.18, (ii) any Note Party is 2.14 or 2.16 and the Issuers are required to pay any additional amount to amounts 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) make indemnity payments with respect to which Required such Purchaser or Required Additional thereunder (any such Purchaser consent being hereinafter referred to as a “Departing Purchaser”), then in such case, the Issuers may, upon at least five (5) Business Days’ notice to the Administrative Agent and such Departing Purchaser (or such shorter notice period specified by the consent Administrative Agent), designate a replacement purchaser who is not an Ineligible Institution and who is acceptable to the Required Purchasers (a “Replacement Purchaser”) to which such Departing Purchaser shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Issuers and the Departing Purchaser) 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 all amounts owed to such Departing Purchaser and the Purchaser Representativeunder Sections 2.14 or 2.16, assign all (xbut not less than all) 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 accordance with and subject to the restrictions contained in Section 9.05), all of its interests, rights rights, obligations and obligations under this Agreement to an Eligible Transferee Notes hereunder; provided, that assumes such obligations (which Eligible Transferee may be another Purchaser, if any the Departing Purchaser accepts such assignment); provided that (A) such Purchaser has shall have received payment of an amount equal to the outstanding principal amount of its Notes of such Class of Notes and/or CommitmentsNotes, accrued interest thereon, accrued fees and all other amounts payable to it under any Note Document with respect hereunder, from the Replacement Purchaser (to the extent of such Class of Notes and/or Commitments, outstanding principal and accrued interest and fees) or the Issuers (B) in the case of all other amounts). Upon any assignment resulting from a claim for compensation under Section 2.18 or by any payment required to be made pursuant to Section 2.20, such assignment would result in a reduction in such compensation or payment and (C) such assignment does not conflict with applicable Requirements of Law. No Purchaser (other than a Defaulting Purchaser) shall be required to make any such assignment and delegation, and the Issuer may not repay the Obligations of such Purchaser or terminate its Commitments, in each case, if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling the Issuer to require such assignment and delegation cease to apply. Each Purchaser agrees that if it is replaced pursuant to this Section 2.222.18(b) becoming effective, it the Replacement Purchaser shall execute and deliver to the Purchaser Representative a Transfer Agreement to evidence such sale and purchase and deliver to the Purchaser Representative any Note subject to such Transfer Agreement (provided that the failure of any Purchaser replaced pursuant to this Section 2.22 to execute a Transfer Agreement or deliver any such Note shall not render such sale and purchase (and the corresponding assignment) invalid), such assignment shall be recorded in the Register and any such Note shall be deemed cancelled. If such Purchaser fails to execute such Transfer Agreement, it shall thereupon be deemed to be a “Purchaser” for all purposes of this Agreement (unless such Replacement Purchaser was, itself, a Purchaser prior thereto) and such Departing Purchaser shall thereupon cease to be a “Purchaser” for all purposes of this Agreement and shall have so executed no further rights or obligations hereunder (other than pursuant to Section 2.14 or 2.16 and Section 10.03) while such Transfer Departing Purchaser was a Purchaser. (c) Notwithstanding any Departing Purchaser’s failure or refusal to assign its rights, obligations and Notes under this Section 2.18, the Departing Purchaser shall cease to be a “Purchaser” for all purposes of this Agreement and the Replacement Purchaser Representative shall have full authority (as directed be substituted therefor upon payment to the Departing Purchaser by the Required Purchasers) to effect such deemed transfer and record it Replacement Purchaser of all amounts set forth in this Section 2.18 without any further action of the RegisterDeparting Purchaser.

Mitigation Obligations; Replacement of Purchasers. (a) If any Purchaser requests compensation under Section 2.182.15 or Section 2.17, or any Note Party if the Issuer 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 2.202.17, 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 2.15 or 2.20, as applicable, in the future or mitigate the impact of Section 2.232.17, as the case may be, in the future and (ii) would not subject such Purchaser to any material unreimbursed out-of-pocket cost or expense and would not be inconsistent with its internal policies or otherwise be disadvantageous to such Purchaser in any material respectPurchaser. 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 2.182.15 or Section 2.17, (ii) any Note Party or if the Issuer 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 2.202.17, (iii) or if any Purchaser is ceases to make Eurocurrency Notes as a Defaulting Purchaser or (iv) in connection with result of 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 conditions in Section 2.14 or lesser group at such time) has been obtained, as applicable, any Purchaser is a non-consenting PurchaserSection 2.15, then the Issuer may, at its sole expense and effort, upon notice to such Purchaser and the Purchaser RepresentativeAdministrative Agent, (x1) terminate repay the applicable Commitments of such PurchaserNotes on a non-pro rata basis, and repay all Obligations of the Issuer owing to or (2) require 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 obligated) to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 9.059.04), all of its interests, rights and obligations under this Agreement to an Eligible Transferee assignee that assumes shall assume such obligations (which Eligible Transferee assignee may be another Purchaser, if any a Purchaser accepts such assignment); , provided that (Ai) such Purchaser has shall have received payment of an amount equal to the outstanding principal amount of its Notes of such Class of Notes and/or Commitments, and accrued interest thereon, accrued fees and all other amounts payable to it under any Note Document with respect hereunder from the assignee (to the extent of such Class outstanding principal and accrued interest and fees) or the Issuer (in the case of Notes and/or Commitmentsall other amounts), and (Bii) in the case of any such assignment resulting from a claim for compensation under Section 2.18 2.15 or any payment payments required to be made pursuant to Section 2.202.17, such assignment would will result in a reduction in such compensation or payment and payments. (Cc) such assignment does not conflict with applicable Requirements of Law. No Any Purchaser (other than a Defaulting Purchaser) shall be required to make any such assignment and delegation, and the Issuer may not repay the Obligations of such Purchaser or terminate its Commitments, in each case, if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling the Issuer to require such assignment and delegation cease to apply. Each Purchaser agrees that if it is being replaced pursuant to this Section 2.22, it 2.19(b) above shall (i) execute and deliver to the Purchaser Representative a Transfer Agreement to evidence such sale an Assignment and purchase and deliver to the Purchaser Representative any Note subject Assumption with respect to such Transfer Agreement Purchaser’s outstanding Notes (provided that the failure of any such Purchaser replaced pursuant to this Section 2.22 to execute a Transfer Agreement or deliver any such Note an Assignment and Assumption shall not render such sale assignment invalid and purchase (and the corresponding assignment) invalid), such assignment shall be recorded in the Register Register) and any (ii) deliver Notes issued to such Purchaser to the Issuer or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Purchaser shall acquire all or a portion, as the case may be, of the assigning Purchaser’s outstanding Notes, (B) all obligations of the Note Parties owing to the assigning Purchaser relating to the Note Documents shall be deemed cancelled. If paid in full by the assignee Purchaser or the Note Parties (as applicable) to such assigning Purchaser fails concurrently with such assignment and assumption, any amounts owing to execute the assigning Purchaser under Section 2.16 as a consequence of such Transfer assignment and (C) upon such payment and, if so requested by the assignee Purchaser, the assignor Purchaser shall deliver to the assignee Purchaser the appropriate Note or Notes executed by the Issuer, the assignee Purchaser shall become a Purchaser hereunder and the assigning Purchaser shall cease to constitute a Purchaser hereunder with respect to such assigned Notes, except with respect to indemnification provisions under this Agreement, it which shall be deemed survive as to have so executed such Transfer Agreement and the Purchaser Representative shall have full authority (as directed by the Required Purchasers) to effect such deemed transfer and record it in the Registerassigning Purchaser.