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

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to 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, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.21, as the case may be, cease to cause such 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 2.16, or cease to result in amounts being payable under Section 2.21, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such 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 2.16 or shall waive its right to further payments under Section 2.21 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.12, (ii) any Lender delivers a notice described in Section 2.16 or 2.13, (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 2.212.18 or (iv) the Administrative Agent notifies the Borrower of any Lender's failure to fund as provided in Section 2.2(d), the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0410.4), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts (excluding interest and Fees, which shall be paid when due to the assigning Lender under Sections 2.6 and 2.5, respectively) accrued for the account of such Lender hereunder (including any amounts under Section 2.15 Sections 2.12, 2.14 and Section 2.17); provided, further, that 2.18) and (z) if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.12 or notice under Section 2.16 2.13 or the amounts paid pursuant to Section 2.212.18, as the case may be, cease to cause such 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 2.162.13, or cease to result in amounts being payable under Section 2.212.18, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further fiber compensation under Section 2.15 2.12 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.13 or shall waive its right to further payments under Section 2.21 2.18 in respect of such circumstances or eventevent or shall fund as provided in Section 2.2(d), as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.16 or 2.15, (iii) the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.212.20, (iv) any Lender becomes a Non-Consenting Lender, or (v) any Lender becomes a Defaulting Lender the Borrower may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(e)), upon notice to such Lender or Issuing Bank, and the Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (w) with respect to clauses (i) to (iii) above, such assignment will result in a reduction in the claim for compensation under Section 2.14 or in the withdrawal of the notice under Section 2.15 or in the reduction of payments under Section 2.20, as the case may be, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender or Issuing 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 Loans or L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.15 2.14 and Section 2.172.16); providedprovided further that, further, that if prior to any such transfer and assignment (A) in the case of clauses (i) to (iii) above, the circumstances or event that resulted in such Lender’s or Issuing Bank’s claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such Lender or Issuing 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, (B) in the case of clause (iv) above, such Non-Consenting Lender ceases to be a Non-Consenting Lender and (C) in the case of clause (v) above, such assigning Lender ceases to be a Defaulting Lender as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.16 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.212.20, the Borrower may, at its sole expense and effort, upon notice to such Lender or such Issuing Bank and the Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, however, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of each Issuing Bank), which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender or Issuing 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 Loans and participations in L/C Disbursements of such Lender or such Issuing Bank plus all Fees and other amounts accrued for the account of such Lender or such Issuing Bank hereunder (including any amounts under Section Sections 2.14, 2.15 and Section 2.172.16); providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's or such Issuing Bank's claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such Lender or such Issuing 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender or such Issuing Bank pursuant to paragraph (b) below), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. (b) If (i) any Lender or the Issuing Bank shall request compensation under Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20 (including as a result of any exercise by a Lender of its option described in Section 2.02(b)), then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing 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 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 2.14 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 costs and expenses incurred by any Lender or any Issuing Bank in connection with any such filing or assignment, delegation and transfer. SECTION 2.22.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event If (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.13, (ii) any Lender delivers a notice described in Section 2.16 2.14 or (iii) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.212.19, the Borrower Borrowers may, at its their sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower Borrowers shall have received the prior written consent of the Administrative AgentAgent (and, if a Refinancing Loan Commitment is being assigned, of each Issuing Bank), which consent shall not unreasonably be withheld, and (z) the Borrower Borrowers or such assignee shall have paid to the affected Lender 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 Loans or L/C Disbursements of such Lender Lender, respectively, plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.13 and Section 2.172.15); providedPROVIDED FURTHER that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.13 or notice under Section 2.16 2.14 or the amounts paid pursuant to Section 2.212.19, as the case may be, cease to cause such 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 2.162.14, or cease to result in amounts being payable under Section 2.212.19, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.14 or shall waive its right to further payments under Section 2.21 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting requests compensation pursuant to Section 2.1514.1 or 14.2, above, (ii) any Lender delivers a notice described in Section 2.16 14.1 or 14.2, above, (iii) the any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by any Borrower and which amendment, waiver or other modification is required to pay any additional amount to under this Agreement for such amendment, waiver or other modification, or (iv) any Lender defaults in its obligations to make Loans or any Governmental Authority on account other extensions of any Lender pursuant to Section 2.21credit hereunder, the Borrower may, at its sole expense and efforteffort (including with respect to the assignment fee referred to in Section 12.8.2), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0412.8.2), all of its interests, rights and obligations under this Agreement to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheldwithheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender Lender, respectively, affected by such assignment plus all Fees fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17)hereunder; providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under or notice, as referred to above in (i) and (ii) of this Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.2114.4, as the case may be, cease to cause such 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 2.1614.1 or 14.2, above, or cease to result in amounts being payable under Section 2.2114.1 or 14.2, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below)be, or if such Lender shall waive its right to claim further compensation or notice under Section 2.15 14.1 or 14.2, as applicable in respect of such circumstances or event or shall withdraw its notice under Section 2.16 consent to the proposed amendment, waiver, consent or shall waive its right to further payments under Section 2.21 in respect of such circumstances or eventother modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants to 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 Commitment Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this paragraph. The Borrower hereby agrees to pay all reasonable 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. (a) In the event (i) any Lender (or any participant of such Lender) or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.16 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender (or any participant of such Lender) or the Issuing Bank pursuant to Section 2.212.20 then, the Borrower mayin each case, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent, which consent shall not unreasonably be withheld, to seek one or more substitute Lenders reasonably satisfactory to the Administrative Agent and (z) the Borrower or such assignee shall have paid to purchase the affected Lender in immediately available funds an amount equal to the sum Loan or Commitment or Letter of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.21Credit participation, as the case may be, cease to cause in whole or in part, at, in the case of Loans and Commitments, an aggregate price no less than such Lender to suffer increased costs Loan’s or reductions in amounts received or receivable or reduction in return on capitalCommitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or cease (ii) so long as no Event of Default under Section 8.01(a) or (f) then exists or will exist immediately after giving effect to have the consequences respective prepayment, upon notice to the Administrative Agent, to prepay the affected Loan, in whole or in part, subject to Section 10.05, without premium or penalty and terminate the Commitments of such Lender. In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver a duly completed Assignment and Acceptance pursuant to Section 10.04(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in Section 2.16the notice shall be due and payable on the date specified therein, or cease together with any accrued interest to result in such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts being payable owing under Sections 2.14 and 2.20 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this Section 2.21, as ) prior to such substitution or prepayment. In the case may be (including as of the substitution of a result of any action taken by such Lender pursuant to paragraph this Section 2.21(a), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) below), or if the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Loans and L/C Participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, then the Lender being replaced shall waive its right be deemed to claim further compensation under Section 2.15 in respect 1003651351v23 have executed and delivered such Assignment and Acceptance and/or such other documentation as of such circumstances or event or date and the Borrower shall withdraw its notice under Section 2.16 or shall waive its right be entitled (but not obligated) to further payments under Section 2.21 in respect execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunderLender.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.13, (ii) any Lender delivers a notice described in Section 2.16 2.14 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 2.212.19, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.13 and Section 2.172.15); provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.13 or notice under Section 2.16 2.14 or the amounts paid pursuant to Section 2.212.19, as the case may be, cease to cause such 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 2.162.14, or cease to result in amounts being payable under Section 2.212.19, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.14 or shall waive its right to further payments under Section 2.21 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.16 or 2.15, (iii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts with respect thereto to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.212.20, (iv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders or (v) any Lender becomes a Defaulting Lender, then, (I) in the case of clause (iv) above, the Borrower may, so long as no Event of Default under Section 7.01(a), (f) or (g) then exists or will exist immediately after giving effect to the relevant prepayment, upon notice to the Administrative Agent and the Issuing Bank, prepay in full the Loans and, if applicable, terminate the Commitments of such Lender, by paying to such Lender an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans or L/C Disbursements of such Lender, plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16 and, if in connection with an amendment or modification to this Agreement to effect a Repricing Event on or prior to the date that is 180 days after the Restatement Effective Date, the prepayment fee pursuant to Section 2.12(d)); and (II) in each case, the Borrower may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank, as the case may be, and the Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lenderand, if a Lender accepts with respect to clause (iv) above, shall consent to such assignmentrequested amendment, waiver or other modification); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Swingline Lender) to the extent required under Section 9.04, which consent consents shall not unreasonably be withheld, conditioned or delayed and (z) the Borrower or such assignee shall have paid to the affected Lender or the Issuing 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 Loans or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16 and, in connection with an assignment pursuant to clause (iv) above relating to an amendment or modification to this Agreement to effect a Repricing Event on or prior to the date that is 180 days after the Restatement Effective Date, the prepayment fee pursuant to Section 2.15 and 2.12(d) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.172.12(d)), such amount to be payable by the Borrower); providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s or the Issuing Bank’s claim for compensation under Section 2.15 or 2.14, notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such Lender or the Issuing 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 2.16, 2.15 or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or event, shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 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 Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and the Issuing Bank 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 or the Issuing Bank, as the case may be, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s or the Issuing Bank’s interests hereunder in the circumstances contemplated by this Section 2.21(a).

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting requests compensation pursuant to Section 2.1514.1 or 14.2, above, (ii) any Lender delivers a notice described in Section 2.16 14.1 or 14.2, above, (iii) the any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by any Borrower and which amendment, waiver or other modification is required to pay any additional amount to under this Agreement for such amendment, waiver or other modification, or (iv) any Lender defaults in its obligations to make Loans or any Governmental Authority on account other extensions of any Lender pursuant to Section 2.21credit hereunder, the Borrower may, at its sole expense and efforteffort (including with respect to the assignment fee referred to in Section 12.7.2), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0412.7.2), all of its interests, rights and obligations under this Agreement to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheldwithheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender Lender, respectively, affected by such assignment plus all Fees fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17)hereunder; providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under or notice, as referred to above in (i) and (ii) of this Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.2114.4, as the case may be, cease to cause such 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 2.1614.1 or 14.2, above, or cease to result in amounts being payable under Section 2.2114.1 or 14.2, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below)be, or if such Lender shall waive its right to claim further compensation or notice under Section 2.15 14.1 or 14.2, as applicable in respect of such circumstances or event or shall withdraw its notice under Section 2.16 consent to the proposed amendment, waiver, consent or shall waive its right to further payments under Section 2.21 in respect of such circumstances or eventother modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.. Each Lender hereby grants to 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 Commitment Assignment and Acceptance necessary to effectuate any assignment of such Lender's interests hereunder in the circumstances contemplated by this paragraph. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer. SMRH:408061503.5 -- AeroCentury – Amended and Restated Loan and Security Agreement

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to 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, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse assign (in accordance with and subject to the restrictions contained in Section 10.04, other than 10.04(b)(ii)(B)), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (yA) the Borrower shall have received the prior written consent of the Administrative AgentAgent with regard to the identity of the assignee, which consent shall not unreasonably be withheldwithheld or delayed, and (zB) the Borrower or such assignee (or the Borrower, in the case of amounts then due and payable by it) shall have paid to the affected Lender 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 Loans of Loan amounts corresponding to such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Section Sections 2.15 and Section 2.17); provided, further, that if prior to receipt of notice of any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or 2.15, notice under Section 2.16 or the amounts paid pursuant to Section 2.21, as the case may be, cease to cause such 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 2.16, or cease to result in amounts being payable under Section 2.21, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such 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 2.16 or shall waive its right to further payments under 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 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).

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender delivers a notice described in Section 2.16 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 2.212.20, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.14 and Section 2.172.16); provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall shal waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.13, (ii) any Lender delivers a notice described in Section 2.16 2.14 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 2.212.19, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0411.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.13 and Section 2.172.15); provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.13 or notice under Section 2.16 2.14 or the amounts paid pursuant to Section 2.212.19, as the case may be, cease to cause such 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 2.162.14, or cease to result in amounts being payable under Section 2.212.19, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.14 or shall waive its right to further payments under Section 2.21 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event If (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender delivers a notice described in Section 2.16 2.15 or (iii) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.212.20, the Borrower Borrowers may, at its their sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); , provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower Borrowers shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of each Issuing Bank), which consent shall not unreasonably be withheld, and (z) the Borrower Borrowers or such assignee shall have paid to the affected Lender 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 Loans or L/C Disbursements of such Lender Lender, respectively, plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.14 and Section 2.172.16); provided, furtherand PROVIDED FURTHER that, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender delivers a notice described in Section 2.16 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 2.212.20, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.14 and Section 2.172.16); provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.13, (ii) any Lender delivers a notice described in Section 2.16 2.14 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 2.212.19, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.13 and Section 2.172.15); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 2.13 or notice under Section 2.16 2.14 or the amounts paid pursuant to Section 2.212.19, as the case may be, cease to cause such 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 2.162.14, or cease to result in amounts being payable under Section 2.212.19, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.14 or shall waive its right to further payments under Section 2.21 2.19 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting requests compensation pursuant to Section 2.1514.1 or 14.2, above, (ii) any Lender delivers a notice described in Section 2.16 14.1 or 14.2, above, (iii) the any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by any Borrower and which amendment, waiver or other modification is required to pay any additional amount to under this Agreement for such amendment, waiver or other modification, or (iv) any Lender defaults in its obligations to make Loans or any Governmental Authority on account other extensions of any Lender pursuant to Section 2.21credit hereunder, the Borrower may, at its sole expense and efforteffort (including with respect to the assignment fee referred to in Section 12.7.2), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0412.7.2), all of its interests, rights and obligations under this Agreement to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheldwithheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender Lender, respectively, affected by such assignment plus all Fees fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17)hereunder; providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under or notice, as referred to above in (i) and (ii) of this Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.2114.4, as the case may be, cease to cause such 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 2.1614.1 or 14.2, above, or cease to result in amounts being payable under Section 2.2114.1 or 14.2, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below)be, or if such Lender shall waive its right to claim further compensation or notice under Section 2.15 14.1 or 14.2, as applicable in respect of such circumstances or event or shall withdraw its notice under Section 2.16 consent to the proposed amendment, waiver, consent or shall waive its right to further payments under Section 2.21 in respect of such circumstances or eventother modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants to 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 Commitment Assignment and Acceptance necessary to effectuate any assignment of such Lender's interests hereunder in the circumstances contemplated by this paragraph. The Borrower hereby agrees to pay all reasonable 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. (a) In the event If (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender Purchaser or Liquidity Bank delivers a notice described in Section 2.16 7.02 hereof or (iiiii) the Borrower Company is required to pay any additional amount or indemnification payment to any Lender Purchaser or any Governmental Authority on account of any Lender Liquidity Bank pursuant to Section 2.217.03, the Borrower Company may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 11.10(b)), upon notice to such Lender Purchaser or Liquidity Bank and the Administrative Agent, require such Lender Purchaser or Liquidity Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0411.10), all of its interests, rights and obligations under this Agreement to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee may be another LenderPurchaser or Liquidity Bank, as applicable, if a Lender another Purchaser or Liquidity Bank accepts such assignment); provided that (xA) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (yB) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (zC) the Borrower Company or such assignee shall have paid to the affected Lender Purchaser or Liquidity Bank 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 Loans VFC Beneficial Interests of such Lender Purchaser or Liquidity Bank plus all Fees fees and other amounts accrued for the account of such Lender Purchaser or Liquidity Banks hereunder (including any amounts under Section 2.15 Sections 7.02, 7.03 and Section 2.177.04); provided, further, that that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 Purchaser's or Liquidity Bank's 51 56 notice under Section 2.16 7.02 or the amounts paid pursuant to Section 2.217.03, as the case may be, cease to cause such Lender 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 2.167.02, or cease to result in amounts being payable under Section 2.217.03, as the case may be (including as a result of any action taken by such Lender Purchaser or Liquidity Bank pursuant to paragraph (bSection 7.05(b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances Purchaser or event or Liquidity Bank shall withdraw its notice under Section 2.16 7.02 or shall waive its right to further payments under Section 2.21 7.03 in respect of such circumstances or event, as the case may be, then such Lender Purchaser or Liquidity Bank shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.13, (ii) any Lender delivers a notice described in Section 2.16 or 2.14, (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 2.212.19, or (iv) any Lender becomes a Defaulting Lender, the Borrower may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender Lender, and the Administrative Facility Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment)obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative AgentFacility Agent (and, if a Revolving Credit Commitment is being assigned, of the Swingline Lender), which consent consents shall not unreasonably be withheldwithheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender Lender, plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Section 2.15 2.13 and Section 2.172.15); providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or 2.13, notice under Section 2.16 2.14 or the amounts paid pursuant to Section 2.212.19, as the case may be, cease to cause such 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 2.162.14, or cease to result in amounts being payable under Section 2.212.19, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.13 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.14 or shall waive its right to further payments under Section 2.21 2.19 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 Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender delivers a notice described in Section 2.16 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 2.212.20, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.14 and Section 2.172.16); provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender delivers a notice described in Section 2.16 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 2.212.20, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 2.14 and Section 2.172.16); provided, further, provided further that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.further

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.16 or 2.15, (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.212.20, (iv) any Lender defaults in its obligation to fund a Loan hereunder or (v) any Lender refuses to consent to a proposed amendment, waiver, consent or other modification of this Agreement or any other Loan Document which has been approved by the Required Lenders and which additionally requires the consent of such Lender for approval pursuant to Section 9.08(b), the Borrower may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions (including the applicable consent rights) contained in Section 10.049.04), all of its interests, rights and obligations (or, in the case of clause (iv) above, all of the Loans and Commitments of the related Class the vote of which is required for approval of the related amendment, waiver, consent or other modification) under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, jurisdiction and (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender or the Issuing 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 Loans or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.15 2.14 and Section 2.172.16); providedPROVIDED FURTHER that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's or the Issuing Bank's claim for compensation under Section 2.15 2.14 or notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such Lender or the Issuing 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a) In the event (ia)(i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender Purchaser delivers a notice described in Section 2.16 7.02 or (iiiii) the Borrower Company is required to pay any additional amount or indemnification payment to any Lender or any Governmental Authority on account of any Lender Purchaser pursuant to Section 2.21Sections 7.03 or 7.04, the Borrower Company may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Lender Purchaser and the Administrative Agent, require such Lender Purchaser to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0411.10), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another LenderPurchaser, if a Lender another Purchaser accepts such assignment); provided that (xA) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (yB) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (zC) the Borrower Company or such assignee shall have paid to the affected Lender Purchaser 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 Loans VFC Certificates of such Lender Purchaser plus all Fees fees and other amounts accrued for the account of such Lender Purchaser hereunder (including any amounts under Section 2.15 Sections 7.02, 7.03 and Section 2.177.04); providedand provided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or Purchaser's notice under Section 2.16 7.02 or the amounts paid pursuant to Section 2.21Sections 7.03 or 7.04, as the case may be, cease to cause such Lender 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 2.167.02, or cease to result in amounts being payable under Section 2.21Sections 7.03 or 7.04, as the case may be (including as a result of any action taken by such Lender Purchaser pursuant to paragraph (bsubsection 7.05(b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances or event or Purchaser shall withdraw its notice under Section 2.16 7.02 or shall waive its right to further payments under Section 2.21 Sections 7.03 or 7.04 in respect of such circumstances or event, as the case may be, then such Lender Purchaser shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting requests compensation pursuant to Section 2.1514.1 or 14.2, above, (ii) any Lender delivers a notice described in Section 2.16 14.1 or 14.2, above, (iii) the any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by any Borrower and which amendment, waiver or other modification is required to pay any additional amount to under this Agreement for such amendment, waiver or other modification, or (iv) any Lender defaults in its obligations to make Loans or any Governmental Authority on account other extensions of any Lender pursuant to Section 2.21credit hereunder, the Borrower may, at its sole expense and efforteffort (including with respect to the assignment fee referred to in Section 12.8), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0412.8), all of its interests, rights and obligations under this Agreement to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheldwithheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender Lender, respectively, affected by such assignment plus all Fees fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17)hereunder; providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's claim for compensation under or notice, as referred to above in (i) and (ii) of this Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.2114.4, as the case may be, cease to cause such 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 2.1614.1 or 14.2, above, or cease to result in amounts being payable under Section 2.2114.1 or 14.2, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below)be, or if such Lender shall waive its right to claim further compensation or notice under Section 2.15 14.1 or 14.2, as applicable in respect of such circumstances or event or shall withdraw its notice under Section 2.16 consent to the proposed amendment, waiver, consent or shall waive its right to further payments under Section 2.21 in respect of such circumstances or eventother modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.. Each Lender hereby grants to 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 Commitment Assignment and Acceptance necessary to effectuate any assignment of such Lender's interests hereunder in the circumstances contemplated by this paragraph. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer. W02-WEST:5JDA1\402456128.14 -- AeroCentury – Loan and Security Agreement

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.16 or 2.16, (iii) the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.212.21 or (iv) any Lender shall have declined, or shall be deemed to have declined, to extend its Revolving Credit Commitment pursuant to Section 2.10(d), the Borrower may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which designated by the Borrower that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (w) such assignment will result in a reduction in the claim for compensation under Section 2.15 or in the withdrawal of the notice under Section 2.16 or in the reduction of payments under Section 2.21, as the case may be, (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, of each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender or Issuing 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 Loans or L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.15 and Section 2.172.21); providedprovided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s 's or Issuing Bank's claim for compensation under Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.21, as the case may be, cease to cause such Lender or Issuing 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 2.16, or cease to result in amounts being payable under Section 2.21, as the case may be (including as a result of any action taken by such Lender or Issuing Bank pursuant to paragraph (b) below), or if such Lender or Issuing Bank 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 2.16 or shall waive its right to further payments under Section 2.21 in respect of such circumstances or event, as the case may be, then such Lender or Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender delivers a notice described in Section 2.16 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 2.212.20, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse assign (in accordance with and subject to the restrictions contained in Section 10.04, other than 10.04(b)(ii)(B)), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative AgentAgent with regard to the identity of the assignee, which consent shall not unreasonably be withheldwithheld or delayed, and (zy) the Borrower or such assignee (or the Borrower, in the case of amounts then due and payable by it) shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Section 2.15 Sections 2.14 and Section 2.172.16); provided, further, that if prior to receipt of notice of any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or 2.14, notice under Section 2.16 2.15 or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.162.15, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 2.15 or shall waive its right to further payments under Section 2.21 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 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).

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. If (a) In the event (ia)(i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender Purchaser delivers a notice described in Section 2.16 7.02 or (iiiii) the Borrower Company is required to pay any additional amount or indemnification payment to any Lender or any Governmental Authority on account of any Lender Purchaser pursuant to Section 2.21Sections 7.03 or 7.04, the Borrower Company may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Lender Purchaser and the Administrative Agent, require such Lender Purchaser to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0411.10), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another LenderPurchaser, if a Lender another Purchaser accepts such assignment); provided that (xA) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (yB) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (zC) the Borrower Company or such assignee shall have paid to the affected Lender Purchaser 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 Loans VFC Certificates of such Lender Purchaser plus all Fees fees and other amounts accrued for the account of such Lender Purchaser hereunder (including any amounts under Section 2.15 Sections 7.02, 7.03 and Section 2.177.04); providedand provided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or Purchaser's notice under Section 2.16 7.02 or the amounts paid pursuant to Section 2.21Sections 7.03 or 7.04, as the case may be, cease to cause such Lender 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 2.167.02, or cease to result in amounts being payable under Section 2.21Sections 7.03 or 7.04, as the case may be (including as a result of any action taken by such Lender Purchaser pursuant to paragraph (bsubsection 7.05(b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances or event or Purchaser shall withdraw its notice under Section 2.16 7.02 or shall waive its right to further payments under Section 2.21 Sections 7.03 or 7.04 in respect of such circumstances or event, as the case may be, then such Lender 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) In the event (ia)(i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender Purchaser delivers a notice described in Section 2.16 7.02 or (iiiii) the Borrower Company is required to pay any additional amount or indemnification payment to any Lender or any Governmental Authority on account of any Lender Purchaser pursuant to Section 2.21Sections 7.03 or 7.04, the Borrower Company may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in subsection 11.10(b)), upon notice to such Lender Purchaser and the Administrative Agent, require such Lender Purchaser to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.0411.10), all of its interests, rights and obligations under this Agreement to an assignee which that shall assume such assigned obligations (which assignee may be another LenderPurchaser, if a Lender another Purchaser accepts such assignment); provided that (xA) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (yB) the Borrower Company Series 1997-2 Supplement shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (zC) the Borrower Company or such assignee shall have paid to the affected Lender Purchaser 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 Loans VFC Certificates of such Lender Purchaser plus all Fees fees and other amounts accrued for the account of such Lender Purchaser hereunder (including any amounts under Section 2.15 Sections 7.02, 7.03 and Section 2.177.04); providedand provided further that, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or Purchaser's notice under Section 2.16 7.02 or the amounts paid pursuant to Section 2.21Sections 7.03 or 7.04, as the case may be, cease to cause such Lender 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 2.167.02, or cease to result in amounts being payable under Section 2.21Sections 7.03 or 7.04, as the case may be (including as a result of any action taken by such Lender Purchaser pursuant to paragraph (bsubsection 7.05(b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances or event or Purchaser shall withdraw its notice under Section 2.16 7.02 or shall waive its right to further payments under Section 2.21 Sections 7.03 or 7.04 in respect of such circumstances or event, as the case may be, then such Lender Purchaser shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to 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, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender 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 Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.21, as the case may be, cease to cause such 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 2.16, or cease to result in amounts being payable under Section 2.21, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such 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 2.16 or shall waive its right to further payments under Section 2.21 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, 2.14 or (ii) any Lender delivers a notice described in Section 2.16 or (iii) the Borrower is Borrowers are required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.212.20, the Borrower Borrowers may, at its their sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided provided, that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent, which consent consents shall not unreasonably be withheldwithheld or delayed, and (z) the Borrower or such assignee affected Lender shall have paid to the affected Lender received 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 Loans of such Lender Lender, subject to such assignment, plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Section 2.15 Sections 2.12(c), 2.14 and Section 2.172.16); provided, further, that that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or notice under Section 2.16 2.14, or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.16, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such 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 the circumstances contemplated by this Section 2.21(a).

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, 2.14 or (ii) any Lender delivers a notice described in Section 2.16 or (iii) the Borrower Borrowers is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.212.20, the Borrower Borrowers may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.049.04), all of its interests, rights and obligations under this Agreement to an assignee which Eligible Assignee that shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, jurisdiction (y) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent, which consent consents shall not unreasonably be withheldwithheld or delayed, and (z) the Borrower or such assignee affected Lender shall have paid to the affected Lender received 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 Term Loans of such Lender subject to such assignment, plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Section 2.15 Sections 2.12(d), 2.14 and Section 2.172.16); provided, further, that that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or notice under Section 2.16 2.14, or the amounts paid pursuant to Section 2.212.20, as the case may be, cease to cause such 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 2.16, or cease to result in amounts being payable under Section 2.212.20, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to further payments under Section 2.21 2.20 in respect of such circumstances or event, as the case may be, then such 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 the circumstances contemplated by this Section 2.21(a).

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender (or any participant of such Lender) or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.152.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.16 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender (or any participant of such Lender) or the Issuing Bank pursuant to Section 2.212.20 then, the Borrower mayin each case, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent, which consent shall not unreasonably be withheld, to seek one or more substitute Lenders or Issuing Banks reasonably satisfactory to the Administrative Agent and (z) the Borrower to purchase the 1005940296v112 affected Loan or such assignee shall have paid to Commitment or Letter of Credit participation and/or replace the affected Lender in immediately available funds Issuing Bank as an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.21Issuing Bank hereunder, as the case may be, cease to cause in whole or in part, at, in the case of Loans and Commitments, an aggregate price no less than such Lender to suffer increased costs Loan’s or reductions in amounts received or receivable or reduction in return on capitalCommitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or cease (ii) so long as no Event of Default under Section 8.01(a) or (f) then exists or will exist immediately after giving effect to have the consequences respective prepayment, upon notice to the Administrative Agent, to prepay the affected Loan, in whole or in part, subject to Section 10.05, without premium or penalty and terminate the Commitments of such Lender. In the case of the substitution of a Lender, the Borrower, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver a duly completed Assignment and Acceptance pursuant to Section 10.04(b) to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in Section 2.16the notice shall be due and payable on the date specified therein, or cease together with any accrued interest to result in such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall first pay the affected Lender any additional amounts being payable owing under Sections 2.14 and 2.20 (as well as any commitment fees and other amounts then due and owing to such Lender, including any amounts under this Section 2.21, as ) prior to such substitution or prepayment. In the case may be (including as of the substitution of a result of any action taken by such Lender pursuant to paragraph this Section 2.21(a), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the assignee Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) below), or if the date as of which all obligations of the Borrower owing to such replaced Lender relating to the Loans and L/C Participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, then the Lender being replaced shall waive its right be deemed to claim further compensation under Section 2.15 in respect have executed and delivered such Assignment and Acceptance and/or such other documentation as of such circumstances or event or date and the Borrower shall withdraw its notice under Section 2.16 or shall waive its right be entitled (but not obligated) to further payments under Section 2.21 in respect execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunderLender.