Cooperation with Financings. Lessee shall cooperate with Lessor and do such things and execute such documents and make such filings and registrations in the State of Registration as may be requested of it by Lessor and/or Owner in order to protect the interests of the Financing Parties and/or Owner in connection with any financing contemplated by and made or to be made in accordance with the terms and provisions of Section 25.4 including, without limitation, (a) executing an acknowledgement of any assignment of Lessor’s rights under this Lease in favour of Owner or any relevant Financing Party, on terms customary in aircraft financing transactions or Securitisations, (b) providing Lessor scheduling and routing information for the Aircraft or any Item of Equipment being financed, (c) making such amendments to this Lease and any of the other Operative Documents and executing such additional documents, as may be reasonably be requested by Lessor in connection with the Securitisation, provided that any such amendment or additional documentation does not adversely affect the rights, or materially increase the obligations, of Lessee under the Lease and Operative Documents, and (d) making such amendments to the Insurances maintained in respect of the Aircraft to ensure continued compliance with the requirements of Article 19 with regard to the interests of Owner and any such Financing Party, and shall provide to Lessor updated documentation evidencing such amendments. Lessor shall reimburse (or cause Lessee to be reimbursed) for any reasonable out-of-pocket expenses incurred by Lessee in connection with such financing transaction.
Cooperation with Financings. Seller agrees to reasonably cooperate with Buyer and its Affiliates in connection with any financings undertaken by Buyer in connection with the transactions contemplated by this Agreement and/or any filings, registration statements or reports of Buyer or any of its Affiliates with the Securities and Exchange Commission, including any filings by Xxxxxxxx Broadcasting, Inc., LBI Media, Inc. or LBI Media Holdings, Inc. with the Securities and Exchange Commission. At Buyer’s request, such cooperation shall include making available such financial information with respect to the Station as may reasonably be required in connection with any such financing, filing, registration statement or report, including using commercially reasonable efforts to facilitate Buyer’s access to Seller’s independent accountants with respect to the Station and the ability to request that Seller’s independent accountants complete an audit of the station for any pre-Closing period. Any fees or expenses charged by Seller’s independent accountants arising from Buyer’s access thereto or the preparation of any such financial information or audit shall be borne by Buyer.
Cooperation with Financings. (a) Seller hereby agrees to cooperate with the Purchasers, the Purchasers’ subsidiaries, NRM, Shellpoint Mortgage Servicing on or after the date that Shellpoint Mortgage Servicing is a direct or indirect wholly owned subsidiary of New Residential Investment Corp., their respective financing sources, any applicable underwriters, any applicable auditors, any applicable rating agencies and/or any applicable third parties (for example valuation agents and/or trustees), as applicable, and consistent with past practices, in the execution, delivery and performance of servicing advance facility agreements and mortgage servicing right financing facility agreements reasonably requested by Purchasers, the Purchasers’ subsidiaries, NRM, or Shellpoint Mortgage Servicing on or after the date that Shellpoint Mortgage Servicing is a direct or indirect wholly owned subsidiary of New Residential Investment Corp., as applicable, (including, without limitation, the execution, delivery and performance of servicing advance financings substantially similar to the existing SAFs related to the Subject Servicing Agreements) in connection with the transactions contemplated by the this Agreement (including any amendments related to the financing facilities (i) as contemplated by Section 5 or Section 7 hereof, (ii) any transfer of servicing under any Subject Servicing Agreement to Shellpoint Mortgage Servicing on or after the date that Shellpoint Mortgage Servicing is a direct or indirect wholly owned subsidiary of New Residential Investment Corp., and (ii) the other transactions contemplated by the Related Agreements).
(b) For the avoidance of doubt, Seller will enter into amendments to financing facilities related to the Subject Servicing Agreements, refinancing/transfer agreements and/or agreements for new financing facilities in connection with the Subject Servicing Agreements, in any case, in connection with any transfer of servicing under any Subject Servicing Agreement to NRM or Shellpoint Mortgage Servicing on or after the date that Shellpoint Mortgage Servicing is a direct or indirect wholly owned subsidiary of New Residential Investment Corp. Such amendments and other agreements may include (i) amendments similar to those executed in August 2017 in connection with the amendment and restatement of the SAF Agreements to facilitate the financing of receivables attributable to servicing rights under MSRPA Servicing Agreements held by NRM (but such amendments would facilitate the...
Cooperation with Financings. Seller hereby agrees to use commercially reasonable efforts to reasonably cooperate with Holdings in the execution, delivery and performance of servicing advance financing facility agreements reasonably requested by Holdings (including, without limitation, the execution, delivery and performance of servicing advance financings substantially similar to the existing servicing advance financing facilities related to the Servicing Agreements). Seller shall not be entitled to additional compensation in connection with the execution, delivery and performance of such servicer advance financing facility agreements.
Cooperation with Financings. Seller hereby agrees to cooperate with the Purchasers, the Purchasers’ subsidiaries, NRM, their respective financing sources, any applicable underwriters, any applicable auditors, any applicable rating agencies and any applicable third parties (for example valuation agents and/or trustees) as applicable and consistent with past practices, in the execution, delivery and performance of servicing advance facility agreements and mortgage servicing right financing facility agreements reasonably requested by Purchasers, the Purchasers’ subsidiaries and NRM, as applicable, (including, without limitation, the execution, delivery and performance of servicing advance financings substantially similar to the existing servicing advance financing facilities related to the MSRPA Servicing Agreements) in connection with the transactions contemplated by the MSR Purchase Agreement and Sale Supplements (including any amendments related to the financing facilities (i) as contemplated by Section 9 in connection with any transfer) hereunder and (ii) the other transactions contemplated by the Related Agreements. Seller shall not be required to provide covenants, representations or agreements except those that are substantially the same as Seller has provided in connection with existing servicing advance facilities and mortgage servicing rights financing facilities related to the MSRPA Servicing Agreement. Neither Seller nor any affiliate thereof shall be entitled to additional compensation in connection with the execution, delivery and performance of such servicer advance financing facility agreements. ***.
Cooperation with Financings. Parent and Sellers agree that they will (and will cause the Companies and their Subsidiaries to) reasonably cooperate in providing information to Purchaser necessary for the preparation of any offering materials required to be prepared by or on behalf of Purchaser in connection with Purchaser's offering of securities, the syndication of Purchaser's senior credit facilities and any other financings undertaken by Purchaser in connection with the transactions contemplated hereby, to the extent information contained therein relates to the Business, the Companies or any of their Subsidiaries. Without limiting the generality of the foregoing, Parent and Sellers will use their reasonable efforts to cause the Companies' independent public accountants to cooperate with Purchaser and its independent public accountants in the preparation of such offering materials. In connection with the foregoing, Parent and Sellers will cause the Companies to deliver to Purchaser as soon as such financial statements may reasonably be made available by Parent and Sellers such consolidated interim financial statements (including notes thereto) of the Companies and their Subsidiaries as may reasonably be requested by Purchaser for inclusion in such offering materials. The costs and expenses for the preparation of any audit of such financial statements shall be paid by Purchaser promptly following delivery of such financial statements. Purchaser shall indemnify and hold harmless Parent and its Affiliates against any liability arising in connection with any information relating to the Business disclosed by Purchaser, any Affiliate of Purchaser or any of their respective officers, employees, advisers or agents to any third party financing source, including but not limited to: (1) any Person lending money to Purchaser or providing any direct or indirect financial assistance to Purchaser; (2) any equity or other financial investor in Purchaser or, together with Purchaser, in the Companies; and (3) in any offering materials prepared in connection with the financing of the Purchase Price.
Cooperation with Financings. Sellers acknowledge and agree that Parent and Purchaser may use the Annual Financial Statements and the Interim Financial Statements and other information regarding the Sellers in connection with financings necessary to consummate the transactions contemplated hereby. Sellers shall cooperate in a commercially reasonable manner with Parent and Purchaser prior to the Closing so that Parent and Purchaser can obtain financing for the transactions contemplated by this Agreement. The foregoing cooperation of Sellers shall include, but shall not be limited to, (i) compiling the requisite financial information, (ii) granting Purchaser and its accountants full and complete access to the Books and Records and to any Personnel knowledgeable about such Books and Records, in each case, to the extent reasonably requested by Purchaser, and (iii) using commercially reasonable efforts to furnish necessary financial information for interim periods subsequent to December 30, 2000 and prior to the Closing in connection with such financings.
Cooperation with Financings. Lessee shall cooperate with Lessor and do such things and execute such documents and make such filings and registrations in the State of Registration as may be reasonably requested of it by Lessor in order to protect the interests of the Financing Parties and/or Lessor in connection with any financing contemplated by Section 25.4 including, without limitation, (a) executing an acknowledgement of any assignment of Lessor’s rights under this Lease in favor of any relevant Financing Party, on terms customary in aircraft financing transactions or Securitizations, (b) providing Lessor scheduling and routing information for the Aircraft or any Item of Equipment being financed, (c) making such amendments to this Lease and any of the other Operative Documents and executing such additional documents, as may be reasonably requested by Lessor in connection with the Securitization, provided that any such amendment or additional documentation does not adversely affect the rights, or increase the obligations, of Lessee under the Lease and Operative Documents, and (d) making such amendments to the Insurances maintained in respect of the Aircraft to ensure continued compliance with the requirements of Article 19 with regard to the interests of Lessor and any such Financing Party, and shall provide to Lessor updated documentation evidencing such amendments. Lessor shall reimburse (or cause Lessee to be reimbursed) for any reasonable out-of-pocket expenses (including reasonable legal fees) incurred by Lessee in connection with such financing transaction and in the recordation of any instruments in connection therewith. *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC
Cooperation with Financings. Parent and Sellers agree that they will (and will cause the Companies and their Subsidiaries to) reasonably cooperate in providing information to Purchaser necessary for the preparation of any offering materials required to be prepared by or on behalf of Purchaser in connection with Purchaser's offering of securities, the syndication of Purchaser's senior credit facilities and any other financings undertaken by Purchaser in connection with the transactions contemplated hereby, to the extent information contained therein relates to the Business, the Companies or any of their Subsidiaries. Without limiting the generality of the foregoing, Parent and Sellers will use their reasonable efforts to cause the Companies' independent public accountants to cooperate with Purchaser and its independent public accountants in the preparation of such offering materials. In connection with the foregoing, Parent and Sellers will cause the Companies to deliver to Purchaser as soon as such financial statements may reasonably be made available by Parent and Sellers such consolidated interim financial statements (including notes thereto) of the Companies and their Subsidiaries as may reasonably be requested by Purchaser for inclusion in such offering
Cooperation with Financings. The Seller agrees that it will reasonably cooperate with the Purchaser (and use its reasonable best efforts to cause the Seller's Accountants to cooperate with the Purchaser) in connection with the syndication of the Purchaser's senior credit facilities and any other financings undertaken by the Purchaser in
