Common use of Mitigation Obligations Clause in Contracts

Mitigation Obligations. If any Purchaser requests compensation under either Section 10.2 or Section 10.3, or requires Issuer to pay any additional amount to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 10.1, then, upon the written request of the Issuer, such Purchaser shall use reasonable efforts to designate a different lending office for funding or booking its Notes hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.6) to another of its offices, branches or affiliates, if, in the judgment of such Purchaser, such designation or assignment (a) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (b) would not subject such Purchaser to any unreimbursed cost or expense and (c) would not otherwise be disadvantageous to such Purchaser (as determined in its sole discretion). Without limitation of the provisions of Section 9.1, Issuer hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser in connection with any such designation or assignment.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Faraday Future Intelligent Electric Inc.), Securities Purchase Agreement (Faraday Future Intelligent Electric Inc.), Securities Purchase Agreement (Faraday Future Intelligent Electric Inc.)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.7(e)(v) or Section 10.32.14, or requires Issuer Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.13, then, upon the written request of the IssuerBorrower, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.611.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (ai) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (bii) would not subject such Purchaser Lender to any unreimbursed cost or expense and (ciii) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.1, Issuer Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 5 contracts

Sources: Second Lien Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc)

Mitigation Obligations. If any Purchaser requests compensation under either Section 10.2 Sections 1.7 or Section 10.31.8, or requires Issuer if the Seller is required to pay any additional amount to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 10.11.10, then, upon the written request of the Issuer, then such Purchaser shall use reasonable efforts to designate a different lending office for funding or booking its Notes Purchases hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.6) to another of its offices, branches or affiliates, if, in the judgment of such Purchaser, such designation or assignment (ai) would eliminate or materially reduce amounts payable pursuant to any such SectionSections 1.7, 1.8 or 1.10, as the case may be, in the future, future and (bii) would not subject such Purchaser to any unreimbursed cost or expense and (c) would not otherwise be disadvantageous to such Purchaser (as determined in its sole discretion)Purchaser. Without limitation of the provisions of Section 9.1, Issuer The Seller hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser in connection with any such designation or assignment.

Appears in 3 contracts

Sources: Receivables Purchase Agreement (Cloud Peak Energy Inc.), Receivables Purchase Agreement (Cloud Peak Energy Inc.), Receivables Purchase Agreement (Cloud Peak Energy Resources LLC)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.7(g)(iv) or Section 10.32.14, or requires Issuer the Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.13, then, upon the written request of the IssuerBorrower, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.611.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (ai) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (bii) would not subject such Purchaser Lender to any unreimbursed cost or expense and (ciii) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.1, Issuer the Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 2 contracts

Sources: Restructuring Support Agreement (Warren Resources Inc), Restructuring Support Agreement (Warren Resources Inc)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.7(e)(iv) or Section 10.32.14, or requires Issuer the Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.13, then, upon the written request of the IssuerBorrower, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.611.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (ai) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (bii) would not subject such Purchaser Lender to any unreimbursed cost or expense and (ciii) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.1, Issuer the Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 1 contract

Sources: Credit Agreement (Warren Resources Inc)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.12(f)(v) or Section 10.32.19, or requires Issuer Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.18, then, upon the written request of the IssuerBorrower, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.611.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (ai) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (bii) would not subject such Purchaser Lender to any unreimbursed cost or expense and (ciii) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.1, Issuer Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 1 contract

Sources: Credit Agreement (Palace Entertainment Holdings, Inc.)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.5(e) or Section 10.32.10, or requires Issuer Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.9, then, upon the written request of the Issuer▇▇▇▇▇▇▇▇, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Advances hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (a) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (b) would not subject such Purchaser Lender to any unreimbursed cost or expense expense, and (c) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.110.1, Issuer ▇▇▇▇▇▇▇▇ hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 1 contract

Sources: Revolving Credit Agreement (Mammoth Energy Services, Inc.)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.5(f) or Section 10.32.9, or requires Issuer Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.8, then, upon the written request of the Issuer▇▇▇▇▇▇▇▇, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Advances hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (a) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (b) would not subject such Purchaser Lender to any unreimbursed cost or expense expense, and (c) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.110.1, Issuer ▇▇▇▇▇▇▇▇ hereby agrees to pay all reasonable and documented reasonable, out-of-pocket pocket, and invoiced costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 1 contract

Sources: Credit Agreement (Universal Logistics Holdings, Inc.)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.5(f) or Section 10.32.10, or requires Issuer Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.9, then, upon the written request of the Issuer▇▇▇▇▇▇▇▇, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Advances hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (a) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (b) would not subject such Purchaser Lender to any unreimbursed cost or expense expense, and (c) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.110.1, Issuer ▇▇▇▇▇▇▇▇ hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 1 contract

Sources: Credit Agreement (Greenbacker Renewable Energy Co LLC)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.5(e) or Section 10.32.10, or requires Issuer Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.9, then, upon the written request of the IssuerBorrower, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Advances hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (a) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (b) would not subject such Purchaser Lender to any unreimbursed cost or expense expense, and (c) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.110.1, Issuer Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 1 contract

Sources: Credit Agreement (Dixie Group Inc)

Mitigation Obligations. If any Purchaser Lender requests compensation under either Section 10.2 2.7(e)(viv) or Section 10.32.14, or requires Issuer Borrower to pay any additional amount to any Purchaser Lender or any Governmental Authority for the account of any Purchaser Lender pursuant to Section 10.12.13, then, upon the written request of the IssuerBorrower, such Purchaser Lender shall use reasonable efforts to designate a different lending office for funding or booking its Notes Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 12.611.6) to another of its offices, branches or affiliates, if, in the judgment of such PurchaserLender, such designation or assignment (ai) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (bii) would not subject such Purchaser Lender to any unreimbursed cost or expense and (ciii) would not otherwise be disadvantageous to such Purchaser Lender (as determined in its sole discretion). Without limitation of the provisions of Section 9.1, Issuer Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser Lender in connection with any such designation or assignment.

Appears in 1 contract

Sources: Credit Agreement (Warren Resources Inc)