Certain Collateral and Other Matters. (a) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents.
(b) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any security interest or Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and Letters of Credit and payment in full in cash of all principal of and interest on the Loans, all fees payable pursuant to Sections 3.3 and 11.3, all Reimbursement Obligations (including interest thereon) and all other fees, costs and expenses that are payable under this Agreement or under any other Loan Document and have been invoiced (in which case the Lenders hereby authorize the Administrative Agent to execute, and the Administrative Agent agrees to execute, reasonable releases in connection with this Agreement (other than, in any event, as to items stated to survive the termination of this Agreement)); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property in which neither the Borrower nor any of its Subsidiaries owned any interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to the Borrower or any Subsidiary of the Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or such Subsidiary to be, renewed or extended; (v) consisting of an instrument evidencing Indebtedness or other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or (vi) if approved, authorized or ratified in writing by the Required Lenders or, if required by Section 11.1, each Lender. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of collateral pursuant to this Section.
Certain Collateral and Other Matters. (a) The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Loan Documents.
Certain Collateral and Other Matters. Hedging Obligation -------------------------------------------------------- Information.
Certain Collateral and Other Matters. Without in any way limiting the provisions of Section 6.14 hereof, the Borrower: (a) shall use its best efforts (i) to cause the joint venture arrangements for each of the joint ventures listed on Schedule 10.1 hereto (the "JV Documents") to be amended, on terms reasonably satisfactory to the Agent, to permit the Agent, upon the Agent exercising it rights with respect thereto, to have all of the rights of a partner or member (as the case may be) under the JV Documents (including, without limitation, the right to vote) and (ii) to obtain the consent of Capmark Services, L.P. to such amendment; by no later that 60 days after the Closing Date; (b) shall upon the request of the Agent during the continuance of any Event of Default, with respect to any equity interests in any person included in the Collateral, use its best efforts to cause to be transferred to the Agent or its designee, and shall cooperate with the Agent and the Lenders in obtaining, each governmental approval or authorization issued to or for the benefit of such person; (c) agrees that, upon the Agent's exercising any remedy with respect to any Collateral, each management or similar agreement pursuant to which the Borrower receives a fee or other compensation in respect of the facility or facilities to which such Collateral relates, shall terminate, at the option of the Lenders, with respect to the Borrower, in favor of the Agent or its designee; and (d) agrees that in the event that the Agent acquires the capital stock of any of the Subsidiaries of the Borrower that is included in the Collateral, the Borrower will, at the request of the Agent, make an election pursuant to Section 338(h)(10) of the Internal Revenue Code, and such similar provisions of the income tax laws of each state in which such Subsidiary conducts business, to treat such acquisition as an acquisition of assets of such Subsidiary, rather than an acquisition of capital stock.
Certain Collateral and Other Matters. 70 SECTION 11.13. Confidentiality............................................................................... 71 SECTION 11.14. Forum Selection and Consent to Jurisdiction................................................... 72 SECTION 11.15. Waiver of Jury Trial.......................................................................... 72 SCHEDULE I - Disclosure Schedule SCHEDULE II - Percentages; Term A Loan Commitment Amount and Term B Loan Commitment Amount SCHEDULE III - Capitalization and Ownership SCHEDULE IV - MuniMae Reconciliation of GAAP Net Income to Cash Available for Distribution EXHIBIT A-1 - Form of Term A Note EXHIBIT A-2 - Form of Term B Note EXHIBIT B - Form of Borrowing Request EXHIBIT C - Form of Continuation/Conversion Notice EXHIBIT D - Form of Extension Request EXHIBIT E - Form of Borrower Certificate EXHIBIT F - Form of Compliance Certificate EXHIBIT G-1 - Form of Security Agreement EXHIBIT G-2 - Form of Pledge Agreement EXHIBIT H - Form of Lender Assignment Agreement EXHIBIT I - Form of Solvency Certificate EXHIBIT J - Form of Guaranty Supplement CREDIT AND GUARANTEE AGREEMENT
Certain Collateral and Other Matters. 75 - 11.14. CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . - 75 - 11.15. FORUM SELECTION; SERVICE OF PROCESS; CONSENT TO JURISDICTION ETC - 75 - 11.16. WAIVER OF JURY TRIAL, ETC. . . . . . . . . . . . . . . . . . . . - 76 - 11.17. JUDGMENT CURRENCY. . . . . . . . . . . . . . . . . . . . . . . . - 77 - SCHEDULES AND EXHIBITS SCHEDULE I - Disclosure Schedule SCHEDULE II - Percentages SCHEDULE III - Administrative Information EXHIBIT A - Form of Revolving Note EXHIBIT B - Form of Term Note EXHIBIT C-1 - Form of Borrowing Request for Revolver Loans EXHIBIT C-2 - Form of Borrowing Request for Term Loans EXHIBIT D - Form of Continuation/Conversion Notice EXHIBIT E - Form of Issuance Request EXHIBIT F - Form of Borrowing Base Certificate EXHIBIT G - Form of Compliance Certificate EXHIBIT H-1 - Form of Amended and Restated Pledge Agreement EXHIBIT H-2 - Form of Valley Forge Pledge Agreement EXHIBIT I-1 - Form of Borrower Security Agreement EXHIBIT I-2 - Form of Guarantor Security Agreement EXHIBIT J - Form of Closing Date Certificate EXHIBIT K-1 - Form of Borrower Solvency Certificate EXHIBIT K-2 - Form of Guarantor Solvency Certificates EXHIBIT L - Form of Lender Assignment Agreement EXHIBIT M - Form of Opinion of Counsel to the Obligors CREDIT AND GUARANTY AGREEMENT AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of January 19, 1999, among the following:
