Borrower Cooperation. Borrower acknowledges that Administrative Agent, the Sole Lead Arranger or the Lenders may participate, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger (i) facilitate the review of the Loans, and the collateral for the Loans by any prospective Lender; (ii) assist Administrative Agent and the Sole Lead Arranger and otherwise cooperate in the preparation of information offering materials (which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof); (iii) deliver updated information on Borrower, Guarantor, and the collateral for the Loans; (iv) make representatives of Borrower available to meet with prospective Lenders at bank meetings; (v) facilitate direct contact between the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of Administrative Agent and the Sole Lead Arranger benefit materially from its existing banking relationships; and (vii) provide Administrative Agent with all information reasonably deemed necessary by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, in connection with documents and amendments to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the Loans.
Borrower Cooperation. Borrower will cooperate at all times with Lender in bringing about the timely completion of each Home, and Borrower will resolve all disputes arising during the construction in a manner which will allow work to proceed expeditiously.
Borrower Cooperation. In the event of any such sale, assignment or participation, a Lender and the parties to such transaction shall share in the rights and obligations of Lender as set forth in the Loan Documents only as and to the extent they agree among themselves. Borrower will use reasonable efforts to cooperate with Lender in connection with the assignment of interests under this Agreement or the sale of participations herein, and, upon written request by Lender, Borrower shall enter into such amendments or modifications to the Loan Documents as may be reasonably required in order to evidence any such sale, assignment or participation, including separate Notes, so long as (i) Borrower’s obligations are not increased thereunder in any material respect and (ii) Borrower incurs no additional costs or additional liabilities in connection therewith.
Borrower Cooperation. Borrower shall execute and deliver to Lender such documents, instruments, certificates, financial statements, assignments and other writings, do such other acts and provide such information, and participate in such meetings and discussions, in each case that are necessary to facilitate the consummation of each Secondary Market Transaction.
Borrower Cooperation. Borrower agrees that it shall cooperate with Lender and use Borrower’s good faith efforts to facilitate the consummation of each Secondary Market Transaction including, without limitation, by: (i) amending or causing the amendment of any Loan Document, and executing such additional documents, instruments and agreements including amendments to Borrower’s organizational documents and preparing financial statements as requested by the Rating Agencies to conform the terms of the Loan to the terms of similar loans underlying completed or pending secondary market transactions having or seeking ratings similar to those then being sought in connection with the relevant Secondary Market Transaction; (ii) promptly and reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which does not conflict with federal or state securities laws; (iii) providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable (each, a “Disclosure Document”), a certificate certifying that Borrower has carefully examined those sections of such Disclosure Documents, as applicable, pertaining to Borrower, its Affiliates, the Loan, the Manager and the Property and that such sections (and any other sections reasonably requested by Lender) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; (iv) causing to be rendered such opinion letters requested by the Rating Agencies for other secondary market or transactions having or seeking ratings comparable to that then being sought for the relevant Secondary Market Transaction; (v) making such representations, warranties and covenants, as may be reasonably requested by the Rating Agencies and comparable to those required in other secondary market transactions having or seeking the same rating as is then being sought for the Secondary Market Transaction; (vi) providing such information regarding the Property as may be reasonably requested by the Rating Agencies or otherwise required in connection with the formation of a REMIC; and (vii) pro...
Borrower Cooperation. In order to facilitate the addition of Additional Lenders hereto, the Borrower shall cooperate fully with each Lender and the Agent in connection therewith and shall provide all reasonable assistance requested by each Lender and the Agent relating thereto, including, without limitation, the furnishing of such written materials and financial information regarding the Borrower as any Lender or the Agent may reasonably request, the execution of such documents as any Lender or the Agent may reasonably request with respect thereto, and the participation by officers of the Borrower in a meeting or teleconference call with any Applicant upon the reasonable request of any Lender or the Agent.
Borrower Cooperation. The Borrower will, at the Lenders’ expense (exclusive of the fees of legal counsel to the Borrower), execute such further documents and instruments and do such further things as the Administrative Agent or Lenders may reasonably request for the purpose of any participation or assignment.
Borrower Cooperation. Prior to the consummation of any foreclosure or assignment in lieu of foreclosure of the Pledge Agreement, the Loan Parties shall cooperate with Lender and any prospective Successor Owner in identifying any and all liabilities that any Borrower is subject to, including in respect of any employees of any such Person. This Section shall survive any such foreclosure or deed or assignment in lieu of foreclosure of any Collateral.
Borrower Cooperation. Without limiting the generality of the Borrower’s obligations under Section 6.01(b), the Borrower agrees to cooperate and use its commercially reasonable efforts in effecting the transition of the responsibilities and rights of servicing of the Collateral, including, without limitation, the transfer to the Replacement Servicer for the administration by it of all cash amounts that shall at the time be held by the Borrower for deposit, or have been deposited by the Borrower, or thereafter received with respect to the Collateral and the delivery to the Replacement Servicer in an orderly and timely fashion of all files and records with respect to the Collateral and a computer data file in readable form containing all information necessary to enable the Replacement Servicer to service the Collateral. In addition, the Borrower agrees to cooperate and (i) use its commercially reasonable efforts to provide to the Replacement Servicer, at the expense of the Borrower, reasonable access to (A) employees of the Borrower having relevant information (as determined by the Borrower), such access to be provided (1) upon prior written request, (2) during normal business hours at the premises of the Borrower, (3) in the presence of such Responsible Officers of the Borrower as the Borrower shall determine, and (4) solely for informational purposes (it being understood for avoidance of doubt that employees of the Borrower shall act solely at the direction of the Borrower) and (B) any and all of the books, records (in electronic or other form) or other information reasonably requested by it to enable the Replacement Servicer to assume the servicing functions hereunder and under this Agreement and (ii) maintain a list of key servicing personnel and contact information.
Borrower Cooperation. (i) The Borrowers’ senior management and advisors (including, without limitation, FTI Corporate Recovery (“FTI”)) shall participate in conference calls with the Agent and the Lenders at least weekly to report on the status of the Transaction, the Note Restructuring and the Restructuring.
