Certain Collateral and Other Matters Sample Clauses

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.
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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.
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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.
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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:
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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
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Certain Collateral and Other Matters. 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 security or the Loan Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the collateral security granted pursuant to the Loan Documents. In addition, the Lenders irrevocably authorize the Administrative Agent to release any security interest or Lien granted to or held by the Administrative Agent upon any real or personal collateral and satisfy of record any mortgage (in which case the Lenders hereby authorize the Administrative Agent to execute, and the Administrative Agent agrees, if requested by the Borrower in writing and at the Borrower's sole expense, to execute, reasonable releases (including UCC-3 termination statements or local equivalents thereof and satisfaction of the mortgages, as may be applicable) in connection with this Agreement) (i) on the Termination Date; (ii) constituting real and personal property sold or to be sold or disposed of as part of or in connection with any Disposition made in compliance with the terms of this Agreement; (iii) constituting property in which the Borrower owned no interest at the time the security interest and/or Lien was granted or at any time thereafter; (iv) constituting property leased to 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 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, each Lender will confirm in writing the Administrative Agent's authority to release particular types or items of collateral pursuant to this Section 11.12.
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Related to Certain Collateral and Other Matters

  • Insurance and Other Matters If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Definitions and Other Matters Section 1.1 Definitions 1 Section 1.2 Definitions Generally 4 ARTICLE II REGISTRATION RIGHTS

  • Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Regulatory and Other Matters (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MDLY and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MDLY or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Delivery and Other Perfection The Pledgor shall:

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

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