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 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.

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.