Common use of Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc Clause in Contracts

Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The Borrower will not, and will not permit any of its Subsidiaries to: (i) amend, modify or change in any way adverse to the interests of the Banks, its Certificate of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By-Laws (or equivalent organizational documents), or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement with respect to its capital stock which would be adverse to the interests of the Banks; (ii) enter into any amendment, supplement or modification to the IBM Inventory Finance Facility, the Xxxxxx Receivables Purchase Facility, the DFS Inventory Finance Facility or the Xxxxxxx Xxxxx Receivables Purchase Facility other than amendments, modifications or supplements which do not involve increases in interest or pricing, acceleration of amortization, increases in collateralization, or increases in facility size, and in any event the Borrower shall provide the Banks 10 Business Days' prior written notice (together with a description) of any proposed amendment, supplement or modification regardless of whether the same would require the Banks' consent pursuant to this Section 8.14(ii); (iii) enter into any agreement (excluding this Agreement and any other Credit Document and, with respect to the Xxxxxx Receivables and Xxxxxxx Xxxxx Receivables, the Xxxxxx Receivables Purchase Facility and the Xxxxxxx Xxxxx Receivables Purchase Facility, respectively) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than assets subject to a Lien permitted under Sections 8.03(k), (l) and (n)); or (iv) enter into, or accept obligations under, any agreement (a) prohibiting (including subjecting to any condition) the ability of the Borrower or any of its Subsidiaries to amend, supplement or otherwise modify this Agreement or any other Credit Document or (b) containing any provision that would contravene any provision of this Agreement or any other Credit Document.

Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The Borrower Neither of the Borrowers or Trizec will, nor will not, and will not either of them permit any of its their respective Subsidiaries to: (i) amend, modify modify, change or change waive any term or provision of any Acquisition Document unless the same is approved in any way advance by the Administrative Agent and the same could not reasonably be expected to be adverse to the interests of the BanksLenders; (ii) amend, modify or change its Certificate certificate or articles of Incorporation incorporation (including, without limitation, by the filing or modification of any certificate or articles of designation) ), certificate of formation, limited liability company agreement or Byby-Laws laws (or the equivalent organizational documents), as applicable, or any agreement entered into by it, it with respect to its capital stockstock or other Equity Interests, or enter into any new agreement with respect to its capital stock which would or other Equity Interests, unless such amendment, modification, change or other action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or be adverse to the interests Lenders in any material respect; provided, however, any such amendment, modification, change or other action in respect of any joint venture or tenancy in common in which a Borrower or any of its Subsidiaries has an Equity Interest, shall be subject to the reasonable approval of the Banks; (ii) enter into any amendment, supplement or modification to the IBM Inventory Finance Facility, the Xxxxxx Receivables Purchase Facility, the DFS Inventory Finance Facility or the Xxxxxxx Xxxxx Receivables Purchase Facility other than amendments, modifications or supplements which do not involve increases in interest or pricing, acceleration of amortization, increases in collateralization, or increases in facility size, and in any event the Borrower shall provide the Banks 10 Business Days' prior written notice (together with a description) of any proposed amendment, supplement or modification regardless of whether the same would require the Banks' consent pursuant to this Section 8.14(ii)Administrative Agent; (iii) enter into amend, modify, change or waive any agreement (excluding this Agreement and term or provision of any other Existing Credit Document andif such amendment, with respect modification, change or waiver would increase the aggregate maximum principal amount of the loans evidenced thereby or permitted thereunder to the Xxxxxx Receivables and Xxxxxxx Xxxxx Receivables, the Xxxxxx Receivables Purchase Facility and the Xxxxxxx Xxxxx Receivables Purchase Facility, respectively) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other an amount greater than assets subject to a Lien permitted under Sections 8.03(k), (l) and (n))$1,000,000,000; or (iv) enter intoamend, modify, change or waive in any material respect, or accept obligations undergrant any material consents in respect of, any agreement (a) prohibiting (including subjecting to term or provision of any condition) the ability of the Borrower Ground Leases, or cancel, release, terminate or surrender any of the Ground Leases, without the prior written consent of the Administrative Agent in each instance; provided, however, that the termination of a Ground Lease shall not require the consent of the Administrative Agent if, on the date of the termination of such Ground Lease, either of the Borrowers or any of its their respective Subsidiaries acquires fee simple title to amend, supplement or otherwise modify this Agreement or any the Real Estate Asset demised under such Ground Lease free and clear of all Liens other Credit Document or (b) containing any provision that would contravene any provision of this Agreement or any other Credit Documentthan Permitted Encumbrances.

Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. (a) The Borrower will not, and will not permit any of its Subsidiaries to: (i) Subsidiary Guarantor to amend, modify or change in any way adverse to the interests of the Banks, its Certificate of Incorporation Incorporation, Certificate of Formation (including, without limitation, by the filing or modification of any certificate of designation) or ), By-Laws Laws, limited liability company agreement, partnership agreement (or equivalent organizational documents), ) or any agreement entered into by it, it with respect to its capital stockstock or membership interests (or equivalent equity interests) (including any Shareholders’ Agreement), or enter into any new agreement with respect to its capital stock or membership interests (or equivalent interests), other than any amendments, modifications or changes or any such new agreements which would be are not in any way materially adverse to the interests of the Banks;Lenders. (b) Other than as contemplated by Sections 7.08 and 9.03 in this Agreement, the Borrower will not, and will not permit any of its Subsidiaries to amend or modify, or permit the amendment or modification of, any provision of any Senior Note Document or change thereto if the effect of such amendment or change is to (i) increase the interest rate on the Senior Notes, (ii) enter into change (to earlier dates) any amendmentdates upon which payments of principal or interest are due thereon, supplement or modification to the IBM Inventory Finance Facility, the Xxxxxx Receivables Purchase Facility, the DFS Inventory Finance Facility or the Xxxxxxx Xxxxx Receivables Purchase Facility other than amendments, modifications or supplements which do not involve increases in interest or pricing, acceleration of amortization, increases in collateralization, or increases in facility size, and in any event the Borrower shall provide the Banks 10 Business Days' prior written notice (together with a description) of any proposed amendment, supplement or modification regardless of whether the same would require the Banks' consent pursuant to this Section 8.14(ii); (iii) enter into increase the outstanding principal amount of the Senior Notes, (iv) change any agreement event of default or condition to an event of default with respect thereto (excluding this Agreement and other than to (A) eliminate any such event of default or condition to an event of default, (B) increase any grace period related thereto or (C) modify or amend any event of default or condition to an event of default in any manner so as to make such event of default or condition less restrictive to the Borrower), (v) together with all other Credit Document andamendments or changes made, is to increase materially the obligations of the Borrower thereunder or to confer any additional rights on the holders of such Senior Notes (or a trustee or other representative on their behalf), which would reasonably be expected to be materially adverse to any Lenders, or (vi) make all other terms of the Senior Note Documents (including, without limitation, with respect to the Xxxxxx Receivables amortization, redemption provisions, maturities, covenants, defaults and Xxxxxxx Xxxxx Receivables, the Xxxxxx Receivables Purchase Facility and the Xxxxxxx Xxxxx Receivables Purchase Facility, respectivelyremedies) prohibiting the creation or assumption of less favorable in any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than assets subject material respect to a Lien permitted under Sections 8.03(k), (l) and (n)); or (iv) enter into, or accept obligations under, any agreement (a) prohibiting (including subjecting to any condition) the ability of the Borrower or any of and its Subsidiaries to amendthan those previously existing. Notwithstanding the foregoing, supplement no amendments or otherwise modify this Agreement or any other Credit Document or (b) containing any provision that would contravene modifications of any provision of any Senior Note Document shall be incurred if any Default or Event of Default has occurred and is continuing at the time of such amendment or modification (or would arise after giving effect thereto). Notwithstanding the foregoing provisions of this Agreement Section 9.11, upon not less than 30 days prior written notice to the Administrative Agent and so long as no Default or Event of Default exists and is continuing, any other Credit DocumentSubsidiary Guarantor may change its jurisdiction of organization to another jurisdiction reasonably satisfactory to the Administrative Agent, provided that such Subsidiary Guarantor shall promptly take all actions reasonably deemed necessary by the Collateral Agent to preserve, protect and maintain, without interruption, the security interest and Lien of the Collateral Agent in any Collateral owned by such Subsidiary Guarantor to the satisfaction of the Collateral Agent, and such Subsidiary Guarantor shall have provided to the Administrative Agent and the Lenders such opinions of counsel as may be reasonably requested by the Administrative Agent to assure itself that the conditions of this proviso have been satisfied.