SPECIAL AMENDMENTS Sample Clauses

SPECIAL AMENDMENTS. Notwithstanding any other provision of this Declaration of Trust or the By-Laws, the amendment or repeal of Article IV, Sections 1, 2 and 3, Article V, Article VII, Article VIII and this Article IX of this Declaration of Trust shall require the approval of the Board of Trustees and the affirmative vote of holders of at least two-thirds (66 2/3%) of the Shares entitled to vote, unless such action has previously been approved, adopted or authorized by the affirmative vote of two-thirds (66 2/3%) of the Board of Trustees, in which case the Shareholder vote set forth in Article V, Section 2(a)(1) shall be required.

SPECIAL AMENDMENTS. 21 ARTICLE X. MISCELLANEOUS....................................22 SECTION 1. REFERENCES; HEADINGS; COUNTERPARTS...............22

SPECIAL AMENDMENTS. It is the intention of the Employers and the Executive that this Agreement, and all amounts payable to the Executive under this Agreement that are subject thereto, shall meet the requirements of Section 409A of the Code, to the extent applicable to the Agreement and such payments. The provisions of the Agreement shall be interpreted in a manner consistent with such intent, and the Employers and the Executive agree to cooperate in good faith in preparing and executing, from time to time, such amendments to the Agreement as may be reasonably necessary or appropriate in order to assure that the Agreement and such payments meet the requirements of Section 409A, provided, however, that no such amendment shall increase the cost to the Employers of providing benefits pursuant to the Agreement.

SPECIAL AMENDMENTS. This Contract may be amended with the written consent of all parties, and such amendments shall become an integral part of this Contract.

SPECIAL AMENDMENTS. Notwithstanding any other provision of this Agreement, on or prior to the last day on which amendments can be made to this Agreement to bring it into compliance with or make it exempt from the requirements of Internal Revenue Code Section 409A, such an amendment can be unilaterally made by: (a) The Company as long as a Change in Control has not occurred; or (b) The Executive if a Change in Control has occurred. Notwithstanding the foregoing, in the event that the proposed or final Treasury Regulations and other guidance available on such last day prohibit accelerating any payments into 2006 (or a subsequent year) and/or prohibit deferring any payments which would have been paid in 2006 (or a subsequent year) into a later year, then any such amendment pursuant to this Section will comply with such prohibitions. In addition, any such amendment shall not increase the severance benefits of the Executive beyond what are set forth in the Agreement.

SPECIAL AMENDMENTS. (a) No amendment or waiver of any provision of this Agreement or any Notes or any other Loan Document, nor any consent to any departure by the Borrower or the Canadian Borrower therefrom, shall do any of the following at any time unless the same shall be in writing and signed by all of the Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given: (i) increase the rate of interest in respect of any Obligations owed to the Senior Lenders by more than 200 basis points (excluding operation of the Applicable Margins as adjusted pursuant to the grid set forth in the definition thereof and excluding the default rate of interest of 2% set forth in Section 2.04(c)), or (ii) shorten the maturity of any scheduled payment of principal due to the Senior Lenders, (b) No amendment or waiver of any provision of this Agreement or any Notes or any other Loan Document, nor any consent to any departure by the Borrower or the Canadian Borrower therefrom, shall do any of the following at any time unless the same shall be in writing and signed by all of the Term C Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given: (i) postpone the final maturity of the Term A Facility, Term B Facility or the Working Capital Facility, (ii) change Section 2.01(c), 2.05(f), 2.06(b)(vii), 2.07(a), 2.08(b)(i), 2.10, the definitions: “Term C Advance”, “Term C Borrowing”, “Term C Commitment”, “Term C Facility”, “Term C Lender” or any other provision hereof to the extent such provision is specifically applicable to the Term C Facility or the Term C Lender, or (iii) alter any approval rights of the Term C Lenders. (w) The Credit Agreement is hereby amended by adding a new Exhibit A-7 thereto in the form attached as Exhibit A to this Amendment. (x) Section 2 of Schedule I to Exhibit C of the Credit Agreement is hereby amended by inserting (i) immediately below the row referencing “Term B Advances” and immediately above the row referencing “Acquisition Commitments” two adjacent rows referencing “Term C Commitments” and “Term C Advances”, respectively, and (ii) corresponding spaces for dollar amounts in such rows referencing “Term C Commitments” and “Term C Advances”. (y) The Credit Agreement is hereby amended by adding a new Exhibit P thereto in the form attached as Exhibit B to this Amendment.

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SPECIAL AMENDMENTS. 93 ANNEX I -- Commitments ANNEX II -- Bank Addresses ANNEX III -- Government Approvals ANNEX IV -- Subsidiaries ANNEX V -- Properties ANNEX VI -- Existing Indebtedness ANNEX VII -- Insurance Policies ANNEX VIII -- Existing Liens ANNEX IX -- Management Fees EXHIBIT A -- Form of Notice of Borrowing EXHIBIT B-1 -- Form of B Term Note EXHIBIT B-2 -- Form of AR Note EXHIBIT B-3 -- Form of A Term Note EXHIBIT C-1 -- Form of Opinion of Counsel for the Borrower EXHIBIT C-2 -- Form of Opinion of White & Case EXHIBIT D -- Form of Officers' Certificate EXHIBIT E -- Form of Borrower Pledge Agreement EXHIBIT F -- Form of Security Agreement EXHIBIT G -- Form of UOH Pledge Agreement EXHIBIT H -- Form of Solvency Opinion EXHIBIT I -- Form of Consent Letter [EXHIBIT J -- Adjusted EBITDA] EXHIBIT K -- Form of Assignment Agreement

SPECIAL AMENDMENTS. The parties hereto agree that, upon the occur-rence of the Guaranty Commencement Date and the execution and delivery of the Holdings Guaranty and the Holdings Pledge Agreement, the AF Credit Agreement will be modified with the consent of the Borrower, the Required Banks under and as defined in the AF Credit Agreement and the Required Banks hereunder to (x) incorporate therein the Total Revolving Commitment, (y) incorporate therein any representation, covenant or event of default contained herein and not contained therein and (z) otherwise make such changes as appropriate to reflect the incorporation of the Total Revolving Commitment therein (e.g., to the definition of Required Banks therein to reflect same) and to eliminate the restrictions imposed on the Borrower and its Subsidiaries by the Senior Notes and/or Discount Notes and upon such amendment this Agreement will terminate. * * *

SPECIAL AMENDMENTS. Notwithstanding the foregoing, this Master Deed may also be amended by special amendment as follows: The Declarant, without the consent of any Unit Owner or mortgagee may execute and record a special amendment as long as it owns any Units in the Condominium or the right to add additional land, Phases or Sub-Phases thereto, in order to (i) correct any errors and/or omissions in this Master Deed; (ii) to make this Master Deed comply with the provisions of Massachusetts General Laws Chapter 183A; (iii) to make the provisions of this Master Deed comply or be consistent with the guidelines or requirements of the Federal National Mortgage Association (“FNMA”), or the Federal Home Loan Mortgage Corporation (“FHLMC”), or any governmental insurer or guarantor of Unit mortgages, including private mortgage insurers and the Department of Veterans Affairs (“VA”) and the Federal Housing Administration (“FHA”); or (iv) to establish further Limited Common Areas, as provided in Section 13.9 above. The right to execute and record such special amendments shall pass to the Condominium Trustees at such time as the Declarant and/or its successors and/or assigns no longer own or holds either any Units in the Condominium or the right to add any Units in later land, Phases or Sub-Phases.