Common use of No Amendments to Certain Documents Clause in Contracts

No Amendments to Certain Documents. The Borrower shall not, nor shall permit any other member of the Borrower Affiliated Group to, at any time cause or permit any of the Ancillary Documents, the Material Contracts, or charter or other incorporation documents or by-laws of the Borrower or such other member of the Borrower Affiliated Group, to be modified, amended or supplemented in any respect whatever, except for such modification or amendment as would not, in the Lender’s reasonable discretion, effect any change adverse to the Lender, or have a Material Adverse Effect, without (in each case) the express prior written agreement, consent or approval of the Lender. Notwithstanding the foregoing, the Subordinated Debt Documents may be amended or modified in any respect except for the following amendments and modifications, each of which shall require the prior written consent of the Lender: (i) any amendment or modification which would involve the payment of a material consent fee; (ii) any amendment or modification which increases the principal amount, or the amount of any principal payment, of the TA Subordinated Debt; (iii) any amendment or modification which shortens the maturity of the TA Subordinated Debt (including by way of acceleration or other advance of the dates on which any payment of principal or interest are due) or any change in any of the prepayment, redemption or repurchase provisions, if any, or any other alteration of the repayment provisions of the TA Subordinated Debt in any respect (other than any such other alteration which has the effect of extending the maturity of the TA Subordinated Debt); (iv) any amendment or modification which increases the interest rate (including the default rate of interest), fees or premium applicable to the TA Subordinated Debt; (v) any amendment of or modification to any of the subordination provisions contained in the Purchase Agreement, or any amendment or modification which further subordinates the TA Subordinated Debt to any other Indebtedness of the Borrower; (vi) any amendment to or modification of any representations, warranties, covenants (financial or otherwise), defaults or events of default contained in the Subordinated Debt Documents so as to make them more restrictive than they are on the Closing Date (excluding any such amendment or modification as corresponds to a like amendment or modification of this Agreement); (vii) any amendment or modification which adds any representations, warranties, covenants (financial or otherwise), defaults or events of default to the Subordinated Debt Documents; (viii) any amendment or modification which adds the requirement of any lien or other security for, or guaranty of, the TA Subordinated Debt; or (ix) any amendment of or modification to any Subordinated Debt Document which could materially increase the rights of any holder(s) of the TA Subordinated Debt, or of any rights under any Subordinated Debt Document, could result in a default or event of default under the Subordinated Debt Documents, or could be reasonably expected to materially adversely affect the Lender or the Borrower or the rights and remedies of the Lender against the Borrower under any of the Loan Documents.

No Amendments to Certain Documents. The Borrower shall will not, nor shall and will not permit any other member of the Borrower Affiliated Group BPI to, at any time cause or permit any its certificate of limited partnership, agreement of limited partnership (including without limitation the Agreement of Limited Partnership of the Ancillary DocumentsBorrower, the Material Contractsarticles of incorporation, or charter by-laws, operating agreement or other incorporation documents or by-laws of charter documents, as the Borrower or such other member of the Borrower Affiliated Groupcase may be, to be modified, amended or supplemented in any respect whatever, except for such modification or amendment as would not, in the Lender’s reasonable discretion, effect any change adverse to the Lender, or have a Material Adverse Effect, without (in each case) the express prior written agreement, consent or approval of the Lender. Notwithstanding the foregoing, the Subordinated Debt Documents may be amended or modified in any respect except for the following amendments and modifications, each of which shall require the prior written consent of the Lender: (i) any amendment or modification which would involve the payment of a material consent fee; (ii) any amendment or modification which increases the principal amount, or the amount of any principal payment, of the TA Subordinated Debt; (iii) any amendment or modification which shortens the maturity of the TA Subordinated Debt (including by way of acceleration or other advance of the dates on which any payment of principal or interest are due) or any change in any of the prepayment, redemption or repurchase provisionsAdministrative Agent, if any, such changes would affect BPI's REIT status or any other alteration of the repayment provisions of the TA Subordinated Debt in any respect (other than any such other alteration which has the effect of extending the maturity of the TA Subordinated Debt); (iv) any amendment or modification which increases the interest rate (including the default rate of interest), fees or premium applicable to the TA Subordinated Debt; (v) any amendment of or modification to any of the subordination provisions contained in the Purchase Agreement, or any amendment or modification which further subordinates the TA Subordinated Debt to any other Indebtedness of the Borrower; (vi) any amendment to or modification of any representations, warranties, covenants (financial or otherwise), defaults or events of default contained in the Subordinated Debt Documents so as to make them more restrictive than they are on the Closing Date (excluding any such amendment or modification as corresponds to a like amendment or modification of this Agreement); (vii) any amendment or modification which adds any representations, warranties, covenants (financial or otherwise), defaults or events of default to the Subordinated Debt Documents; (viii) any amendment or modification which adds the requirement of any lien or other security for, or guaranty of, the TA Subordinated Debt; or (ix) any amendment of or modification to any Subordinated Debt Document which could materially increase the rights of any holder(s) of the TA Subordinated Debt, or of any rights under any Subordinated Debt Document, could result in a default or event of default under the Subordinated Debt Documents, or could be reasonably expected to otherwise materially adversely affect the Lender rights of the Administrative Agent and the Banks hereunder or under any other Loan Document. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇. The twenty-nine year ground lease and note executed directly in connection with the 1031 Exchange shall not be assigned, encumbered, pledged or hypothecated. No interest in the fee simple interest in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ shall be pledged, hypothecated, mortgaged or liened, for borrowed money, other than to BPLP or a Wholly-Owned Subsidiary, in any way until the fee simple interest in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ is conveyed, directly or indirectly, to BPLP or a Wholly-Owned Subsidiary. The Borrower shall deliver copies of all notices required under the 1031 Exchange Documents to the Administrative Agent within three (3) Business Days of receipt or delivery by BPI, the Borrower or a Consolidated Entity, as the rights case may be, or any modifications or other written material communication between a party to the 1031 Exchange and remedies of the Lender against BPI, the Borrower under or a Consolidated Entity, as the case may be. NEGATIVE COVENANTS OF THE BORROWER AND BPI. The Borrower for itself and on behalf of BPI and their respective Consolidated Subsidiaries (if and to the extent expressly included in each Section contained in this Article VI) covenants and agrees that, so long as any of the Loan Documents.Bank has any Commitment hereunder or any Obligations remain unpaid:

No Amendments to Certain Documents. The Borrower shall not, ---------------------------------- nor shall it permit any other member of the Borrower Affiliated Group to, at any time cause or permit any of the Ancillary Documents, Documents (other than the Material Contracts, Proxy Statement) or charter or other incorporation documents or by-laws of the Borrower or such other member of the Borrower Affiliated Group, Group to be modified, amended or supplemented in any respect whatever, except for such supplement, modification or amendment as would not, in the Lender’s reasonable discretion, that could not reasonably be expected to effect any change materially adverse to the LenderAdministrative Agent's or the Banks' rights under the Loan Documents (including on the ability of the Borrower or such other member of the Borrower Affiliated Group to pay or perform the Obligations), or could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, condition (financial or otherwise), assets, operations or prospects of the Borrower Affiliated Group taken as a whole, without (in each case) the express prior written agreement, consent or approval of the LenderAdministrative Agent. Notwithstanding Without limitation of the foregoing, the FCF Subordinated Debt Documents may be amended or modified in any respect except for the following amendments and modifications, each of which shall require the prior written consent of the LenderAdministrative Agent and the Majority Banks: (i) any amendment or modification which would involve the payment of a material consent fee; (ii) any amendment or modification which increases the principal amount, or the amount of any principal payment, of the TA FCF Subordinated Debt; (iiiii) any amendment or modification which shortens the maturity of the TA FCF Subordinated Debt (including by way of acceleration or other advance except as otherwise permitted in Section 12 of the dates on which any payment of principal or interest are dueFCF Purchase Agreement) or any change in any of the prepayment, redemption prepayment or repurchase provisions, if any, or any other alteration of the repayment provisions of the TA FCF Subordinated Debt in any respect (other than any such other alteration which has the effect of extending the maturity of the TA FCF Subordinated Debt); (iviii) any amendment or modification which increases the interest rate (including the default rate of interest), fees or premium applicable to the TA FCF Subordinated Debt, or which increases the percentage of cash payments of interest on the FCF Subordinated Debt; (viv) any amendment of or modification to any of the subordination provisions contained in the FCF Purchase Agreement (including, without limitation, in Section 12 thereof) or in the FCF Warrant Agreement or the related Warrant (each as defined in the FCF Purchase Agreement), or any amendment or modification of the FCF Warrant Agreement or the related Warrant, in each case, which adds a "put" or "call" provision, or any amendment of or modification to Sections 7.2 (a) or (b) of the FCF Purchase Agreement to the extent relating to the amount of the Obligations, or any amendment or modification which further subordinates the TA FCF Subordinated Debt to any other Indebtedness of the BorrowerBorrower or its Subsidiaries; (viv) any amendment to or modification of any representations, warranties, covenants (financial or otherwise)covenants, defaults or events of default contained in the FCF Subordinated Debt Documents so as to make them more restrictive than they are on the Closing Date (excluding any such amendment or modification as corresponds to a like amendment or modification of this Agreement)Date; (viivi) any amendment or modification which adds any representations, warranties, covenants (financial or otherwise)covenants, defaults or events of default to the FCF Subordinated Debt Documents;; or (viiivii) any amendment or modification which adds the requirement of any lien or other security for, or guaranty of, the TA Subordinated Debt; or (ix) any amendment of or modification to any FCF Subordinated Debt Document which could materially increase (other than the rights of any holder(sGuarantees (as defined in the FCF Purchase Agreement) provided at closing of the TA Subordinated Debt, or of any rights under any FCF Subordinated Debt Document, could result in or subsequent to such closing to the extent the Administrative Agent has received a default or event of default under the Subordinated Debt Documents, or could be reasonably expected to materially adversely affect the Lender or the Borrower or the rights and remedies of the Lender against the Borrower under any of the Loan Documentsguarantee from such Subsidiary).