Organizational Agreements. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (b) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders; or (c) amend, restate, supplement or modify in any material respect, or permit any amendments, restatements, supplements or modifications in any material respect, to any Receivables Program Agreement in a manner that could reasonably be expected to be materially adverse to the Lenders.
Organizational Agreements. Amend or permit any amendments to any Loan Party’s Operating Documents, if such amendment would reasonably be expected to be materially adverse to Administrative Agent or the Lenders.
Organizational Agreements. With such exceptions, -------------------------- if any, as are not in the aggregate material to the Collateral taken as whole, no default by the Company or any other member exists under any of the Organizational Agreements to which it is a party and no event has occurred or exists which, with notice or lapse of time or both, would constitute a default by the Company thereunder and each of the Organizational Agreements has been duly authorized, executed and delivered by the Company and is in full force and effect and has not been amended or modified except as disclosed to the Agent. There are no outstanding rights to purchase, or other agreements that require the issuance of, any membership interests in KMH or Texas Holdings. The Company's interest in KMH and Texas Holdings are not evidenced by certificates or instruments. The Company shall cause KMH and Texas Holdings to register the pledge of the Company's interests on their respective books and records.
Organizational Agreements. With such exceptions, -------------------------- if any, as are not in the aggregate material to the Collateral taken as a whole, no default by such Kaiser Subsidiary or any other member exists under any of the Organizational Agreements to which it is a party and no event has occurred or exists which, with notice or lapse of time or both, would constitute a default by such Kaiser Subsidiary thereunder and each of the Organizational Agreements has been duly authorized, executed and delivered by such Kaiser Subsidiary and is in full force and effect and has not been amended or modified except as disclosed to the Agent. There are no outstanding rights to purchase, or other agreements that require the issuance of, any membership interests in KHM, KSM or Texas Sierra. Such Kaiser Subsidiary's interest in KHM, KSM and Texas Sierra are not evidenced by certificates or instruments. Such Kaiser Subsidiary shall cause KHM, KSM and Texas Sierra to register the pledge of such Kaiser Subsidiary's interests on their respective books and records.
Organizational Agreements. Attached hereto as Schedule 6.31 is a true, accurate and complete list of all of the Organizational Agreements. The Borrower has delivered to the Agent true, correct and complete copies of the Organizational Agreements, and none of the Organizational Agreements has been modified or amended in any respect except as set forth on Schedule 6.31. Each of the Organizational Agreements has been duly authorized, executed and delivered by the parties thereto and is in full force and effect.
Organizational Agreements. The Company’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation); (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by a Senior Officer as being in full force and effect without modification.
Organizational Agreements. Certified copies of the Borrower's, the Company's and each of its Subsidiaries' Articles of Incorporation and By-Laws or Code of Regulations (collectively, the "ORGANIZATIONAL AGREEMENTS") shall be delivered to the Purchaser in form and substance satisfactory to the Purchaser, and each of the Organizational Agreements shall be in full force and effect as of the Closing.
Organizational Agreements. A true, correct and complete copy of the Member Organizational Agreements, the Manager Organizational Agreements and the Property Owner Organizational Agreements together with all amendments thereto, are attached hereto as Exhibit "A-1", "A-2" and "A-3". The Member Organizational Agreements, the Manager Organizational Agreements and the Property Owner Organizational Agreements have been duly authorized, executed and delivered by the parties thereto and are in full force and effect. Except for the Loan Documents and the Mezzanine Mortgage Loan Documents, neither the Member nor Assignor is a party to or is bound by any indenture, contract or other agreement which purports to prohibit, restrict, limit, or control the transfer or pledge of the Collateral, the exercise of voting rights with respect to the Member or the management of the Member.
Organizational Agreements. Attached hereto as Exhibit B are true, correct, and complete copies of the Organizational Agreements of each Pledged Entity. The Organizational Agreements are in full force and effect and have not been modified or amended except as attached hereto. Pledgor is not in default of any of its obligations under the Organizational Agreements. Pledgor shall not allow any Pledged Entity to (a) amend any provision of its Organizational Agreements, (b) dissolve, liquidate, wind-up, merge or consolidate with any other entity or (c) Transfer any of its respective assets and properties to any Person except as permitted by the Loan Documents. The Organizational Agreements of each Pledged Entity provide that (i) all owners of Equity Interests therein are authorized to pledge or assign such Equity Interests to Lender, and that such pledge or assignment shall include all voting, management and control rights and is not limited to economic rights; (ii) neither the exercise by Lender of any right or remedy under the Loan Documents, including, foreclosure of the interests, nor the transfer to Lender or its successor or assign of title to any interests in such Pledged Entity, shall constitute a default or breach, or give rise to any right of first refusal or option to purchase under the Organizational Agreement of such Pledged Entity; (iii) until the Debt is paid in full: (A) no owners of Equity Interests in such Pledged Entity shall be entitled to withdraw from such Pledged Entity or assign, encumber, or convey any interest in such Pledged Entity (except in favor of Lender pursuant to the Loan Documents); (B) no additional Equity Interests in such Pledged Entity shall be created or issued and no Equity Interest shall be redeemed, exchanged, diluted or modified; (C) such Pledged Entity shall not be dissolved, either voluntarily or as the result of the withdrawal or removal of any owners of Equity Interests in such Pledged Entity; and (D) the Organizational Agreements of such Pledged Entity shall not be modified or terminated; and (iv) upon realization of the Equity Interests by Lender pursuant to the Loan Documents, Lender has the right to terminate all non-member managers of such Pledged Entity.
Organizational Agreements. The undersigned shall not suffer or permit its Organizational Agreements to be amended or modified without the prior written consent of Lender. The representations and warranties set forth in Section 3.9 above are true and correct.
