Common use of Alterations and Expansions Clause in Contracts

Alterations and Expansions. Borrower shall not perform or contract to perform any Material Alteration without the prior written consent of Administrative Agent (as directed by the Required Lenders), not to be unreasonably withheld, delayed or conditioned (in the absence of an Event of Default); provided, however, that no such consent shall be required with respect to a Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property. Any request for Administrative Agent’s consent pursuant to this Section 6.13 shall be submitted to Administrative Agent in an envelope marked “URGENT — LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a detailed description of the request for which Administrative Agent’s consent is sought and any documentation needed for Administrative Agent to evaluate such request, and shall be deemed approved if Administrative Agent shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within five Business Days after Borrower shall have given Administrative Agent written notice confirming that at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Administrative Agent in an envelope marked “URGENT — SECOND AND FINAL NOTICE — LENDER’S ATTENTION REQUIRED BY [DATE]”). As a condition to commencing any Material Alteration permitted pursuant to this Section 6.13 (including, without limitation, a Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property), Borrower shall deliver to Lender an Officer’s Certificate stating that the cost of such renovation and certifying that Borrower has sufficient funds to complete the same. If Administrative Agent’s consent is requested hereunder with respect to a Material Alteration, Administrative Agent may retain a construction consultant reasonably acceptable to Borrower to review such request and, if such request is granted, Administrative Agent may retain a construction consultant reasonably acceptable to Borrower to inspect the work from time to time. Borrower shall, on demand by Administrative Agent, reimburse Administrative Agent for the reasonable fees and disbursements of such consultant.

Alterations and Expansions. During the continuance of any Cash Flow Sweep Period or Event of Default, Borrower shall not perform and shall not permit Mortgage Borrower to incur or contract to incur any capital improvements requiring Capital Expenditures that are not consistent with the Approved Annual Budget, Schedule I of the Mortgage Loan Agreement, or the Approved Future Funding Budget (as defined in the Mortgage Loan Agreement) or as otherwise may be required pursuant to any Lease entered into in accordance with this Agreement. Borrower shall not permit Mortgage Borrower to perform, undertake, contract to perform or consent to any Material Alteration without the prior written consent of Administrative Agent (as directed by the Required Lenders)Lender, not to be unreasonably withheld, delayed or conditioned which consent (in the absence of an Event of Default); provided) shall not be unreasonably withheld, howeverdelayed or conditioned, that no but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such consent shall be required with respect to a Material Alteration exceeds the Threshold Amount (to the extent that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property. Any request for Administrative Agent’s consent (i) Mortgage Lender has not required such additional collateral pursuant to this Section 6.13 shall be submitted to Administrative Agent the Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in an envelope marked “URGENT — LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a detailed description of the request for which Administrative Agent’s consent is sought and any documentation needed for Administrative Agent to evaluate such request, and shall be deemed approved if Administrative Agent shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within five Business Days after Borrower shall have given Administrative Agent written notice confirming that at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Administrative Agent in an envelope marked “URGENT — SECOND AND FINAL NOTICE — LENDER’S ATTENTION REQUIRED BY [DATE]”full). As a condition to commencing any Material Alteration permitted pursuant to this Section 6.13 (including, without limitation, a Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property), Borrower shall deliver to Lender an Officer’s Certificate stating that the cost of such renovation and certifying that Borrower has sufficient funds to complete the same. If Administrative AgentLender’s consent is requested hereunder with respect to a Material Alteration, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to review such request and, if such request is granted, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to inspect the work from time to time. Borrower shall, on demand by Administrative AgentLender, reimburse Administrative Agent Lender for the reasonable fees and disbursements of such consultant. With respect to every consent or approval or waiver of the Lender required or requested under this Section 6.13, such consent shall be deemed given if the following conditions are met: (i) no Event of Default shall have occurred and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval); (ii) Borrower shall have sent Lender an email request for approval with respect to such matter to the Deemed Consent Notice Parties and otherwise in accordance with the applicable terms and conditions hereof (the “Initial Notice”), which such Initial Notice shall have been (A) accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter (the “Approval Information”) and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the subject line containing the Initial Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; (iii) Lender shall have failed to approve or disapprove the request set forth in the Initial Notice within the aforesaid time-frame; (iv) Borrower shall have sent Lender an email request for approval with respect to such matter to the Deemed Consent Notice Parties and otherwise in accordance with the applicable terms and conditions hereof (the “Second Notice”), which such Second Notice shall have been (A) accompanied by the Approval Information and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the subject line containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Lender shall have failed to approve or disapprove the request set forth in the Second Notice within the aforesaid time-frame.

Alterations and Expansions. During the continuance of a Cash Trap Period or Event of Default, Borrower shall not perform or contract to perform any Capital Expenditures that are not consistent with the Approved Capital Budget (as the same may be amended in accordance with the provisions hereof). Borrower shall not perform or contract to perform any Material Alteration without the prior written consent of Administrative Agent (as directed by the Required Lenders)Lender, not to be unreasonably withheld, delayed or conditioned which consent (in the absence of an Event of Default); provided) shall not be unreasonably withheld, however, that no such and which consent shall be required with respect deemed given by Lender if (A) Lender shall not have notified the Borrower in writing of its refusal to a grant such consent within the Material Alteration that is part Approval Period (as hereinafter defined) after its receipt of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property. Any written request for Administrative Agent’s such consent pursuant to this Section 6.13 from Borrower and (B) the written request described in clause (A) shall be submitted to Administrative Agent prominently include a statement in an envelope marked “capital letters "URGENT — - LENDER’S 'S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a detailed description of the request for which Administrative Agent’s consent is sought and any documentation needed for Administrative Agent to evaluate such request, and shall be deemed approved if Administrative Agent shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within five Business Days after Borrower shall have given Administrative Agent written notice confirming that at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Administrative Agent in an envelope marked “URGENT — SECOND AND FINAL NOTICE — LENDER’S ATTENTION REQUIRED BY [DATE]”). As a condition to commencing any Material Alteration permitted pursuant to this Section 6.13 (including, without limitation, a Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property), Borrower shall deliver to Lender an Officer’s Certificate stating that the cost of such renovation and certifying that Borrower has sufficient funds to complete the same". If Administrative Agent’s Lender's consent is requested hereunder with respect to a Material Alteration, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to review such request and, if such request is granted, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to inspect the work from time to time. Borrower shall, on demand by Administrative AgentLender, reimburse Administrative Agent Lender for the reasonable fees and disbursements of such consultant. As used herein, "MATERIAL ALTERATION APPROVAL PERIODS" shall mean the 10 Business Day period following the Lender's receipt of Borrower's written request; PROVIDED, HOWEVER, that Lender may by written notice given to the Borrower within the initial 10 Business Day period extend the initial Material Alteration Approval Period for a reasonable time (not to exceed 30 days, subject to reasonable extension by Lender if Lender is diligently pursuing its evaluation of the proposed Material Alteration).

Alterations and Expansions. During the continuance of a Cash Trap Period or Event of Default, Borrower shall not perform or contract to perform any Capital Expenditures that are not consistent with the Approved Annual Budget. Borrower shall not perform or contract to perform any Material Alteration without the prior written consent of Administrative Agent (as directed by the Required Lenders)Lender, not to be unreasonably withheld, delayed or conditioned which consent (in the absence of an Event of Default) shall not be unreasonably withheld, provided that Borrower shall promptly deliver to Lender, at Borrower's option, any one or more of the following as security for the payment of such Material Alterations and as additional security for Borrower's obligations under the Loan Documents any of the following: (A) cash, (B) Qualified Letters of Credit, (C) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, (D) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same or (E) a Qualified Guarantee (any of the foregoing, "Alteration Security"); provided, however, that no such consent . The amount of the Alteration Security shall be required in an amount (the "Excess Alteration Amount") equal to the excess of the total unpaid amounts to be incurred with respect to a such Material Alterations (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, which required amount shall be reduced as such Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property. Any request for Administrative Agent’s consent pursuant to this Section 6.13 shall be submitted to Administrative Agent progresses in an envelope marked “URGENT — LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together amount which is commensurate with a detailed description of the request for which Administrative Agent’s consent is sought and any documentation needed for Administrative Agent to evaluate amount expended in connection with such request, and shall be deemed approved if Administrative Agent shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within five Business Days after Borrower shall have given Administrative Agent written notice confirming that at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Administrative Agent in an envelope marked “URGENT — SECOND AND FINAL NOTICE — LENDER’S ATTENTION REQUIRED BY [DATE]”). As a condition to commencing any Material Alteration permitted pursuant to this Section 6.13 (including, without limitation, a Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property), Borrower shall deliver to Lender an Officer’s Certificate stating that the cost of such renovation and certifying that Borrower has sufficient funds to complete the sameAlteration. If Administrative Agent’s Lender's consent is requested hereunder with respect to a Material Alteration, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to review such request and, if such request is granted, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to inspect the work from time to time. Borrower shall, on demand by Administrative AgentLender, reimburse Administrative Agent Lender for the reasonable fees and disbursements of such consultant. Notwithstanding anything contained herein to the contrary, so long as no Event of Default has occurred and is continuing, Borrower, without Lender's prior consent, may perform any Alteration (other than a Material Alteration) so long as the Alteration will not have a Material Adverse Effect on the value, use or operation of the Property. Any and all Alterations shall be performed in compliance with all Legal Requirements in a manner that does not significantly disrupt the business conducted at the Property. The Association and the Tenants shall be permitted to perform Alterations pursuant to the terms of the Condominium Documents and the Leases, respectively.

Alterations and Expansions. During the continuance of any Cash Flow Sweep Period or Event of Default, Borrower shall not perform incur or contract to incur any capital improvements requiring Capital Expenditures that are not consistent with the Approved Annual Budget (it being understood that Borrower may complete all capital improvements required to be made under Leases entered into in accordance with the terms of this Agreement). Borrower shall not perform, undertake, contract to perform or consent to any Material Alteration without the prior written consent of Administrative Agent Lender, which consent (as directed by in the Required Lenders), absence of a Cash Flow Sweep Period or an Event of Default) shall not to be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender; provided, that, if the cost of the Material Alteration does not exceed $27,000,000.00 (in the absence aggregate), in lieu of an Event delivering cash collateral Guarantor may execute and deliver a completion guaranty in form and substance acceptable to Lender and Guarantor pursuant to which Guarantor will guaranty the completion of Default); provided, however, that no such consent shall be required with respect to a the Material Alteration that is part of a renovation of on the gaming floor or a renovation of terms set forth in the guest rooms at the Stratosphere Property. Any request for Administrative Agent’s consent pursuant to this Section 6.13 shall be submitted to Administrative Agent in an envelope marked “URGENT — LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a detailed description of the request for which Administrative Agent’s consent is sought and any documentation needed for Administrative Agent to evaluate such request, and shall be deemed approved if Administrative Agent shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within five Business Days after Borrower shall have given Administrative Agent written notice confirming that at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Administrative Agent in an envelope marked “URGENT — SECOND AND FINAL NOTICE — LENDER’S ATTENTION REQUIRED BY [DATE]”). As a condition to commencing any Material Alteration permitted pursuant to this Section 6.13 (including, without limitation, a Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property), Borrower shall deliver to Lender an Officer’s Certificate stating that the cost of such renovation and certifying that Borrower has sufficient funds to complete the samecompletion guaranty. If Administrative AgentLender’s consent is requested hereunder with respect to a Material Alteration, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to review such request and, if such request is granted, Administrative Agent Lender may retain a construction consultant reasonably acceptable to Borrower to inspect the work from time to time. Borrower shall, on demand by Administrative AgentLender, reimburse Administrative Agent Lender for the reasonable fees and disbursements of such consultant. Notwithstanding the foregoing, in the event that Borrower is required to perform and/or pay the cost of any renovation of the retail atrium located between the Property and that certain property commonly known as Xxxxx Fargo Center – North and located at 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, Lender’s consent shall be required for any such payment or performance by Borrower, which consent shall not be unreasonably withheld, conditioned or delayed.

Alterations and Expansions. Other than the Common Area Renovation Work, Borrower shall will not perform or contract undertake or consent to perform any Material Alteration without the prior written consent performance or undertaking of Administrative Agent (as directed by the Required Lenders), not to be unreasonably withheld, delayed or conditioned (in the absence of an Event of Default); provided, however, that no such consent shall be required with respect to a Material Alteration that is part of a renovation of the gaming floor or a renovation of the guest rooms at the Stratosphere Property. Any request for Administrative Agent’s consent pursuant to this Section 6.13 shall be submitted to Administrative Agent in an envelope marked “URGENT — LENDER’S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS”, together with a detailed description of the request for which Administrative Agent’s consent is sought and any documentation needed for Administrative Agent to evaluate such request, and shall be deemed approved if Administrative Agent shall not have notified Borrower in writing of its disapproval thereof and the reasons for such disapproval within five Business Days after Borrower shall have given Administrative Agent written notice confirming that at least ten Business Days have elapsed since such submission, which written notice shall be submitted to Administrative Agent in an envelope marked “URGENT — SECOND AND FINAL NOTICE — LENDER’S ATTENTION REQUIRED BY [DATE]”). As a condition to commencing any Material Alteration permitted pursuant to this Section 6.13 (including, without limitation, the approval of any budget with respect to the Property which includes) any Alteration or Expansion, except in accordance with the following terms and conditions: 7.1.1 Borrower shall have obtained Lender’s prior written consent to any Material Alteration or Material Expansion. The Alteration or Expansion shall be undertaken in accordance with the applicable provisions of this Agreement, the other Loan Documents, the Property Management Agreement, if any, the License Agreement, the Operating Agreements and the Leases, and all Legal Requirements. 7.1.2 No Event of Default shall have occurred and be continuing or shall occur as a result of such action. 7.1.3 A Material Alteration or Material Expansion, to the extent architects are customarily used for alterations or expansions of those types, but including any structural change to any of the Property or the Improvements, shall be conducted under the supervision of an Independent Architect and shall not be undertaken until detailed plans and specifications and cost estimates therefor, shall have been prepared and delivered to Lender, and approved in writing by such Independent Architect and Lender in its reasonable discretion. Lender shall have a period of ten (10) Business Days following receipt of such plans and specifications and cost estimates to notify Borrower of its approval or disapproval of same, or its need for additional information in order complete its review. If Lender disapproves such plans and specifications and cost estimates or requests additional information, Lender shall have a period of seven (7) Business Days following its receipt of revised plans and specifications and cost estimates or the additional information in which to notify Borrower of its approval or disapproval of same. Following Lender’s approval of any such plans and specifications, they may be revised at any time and from time to time, provided that revisions of such plans and specifications shall be delivered to Lender for its prior approval. Lender shall also have approved (in its reasonable discretion) the general construction contracts and Major Subcontracts prior to the commencement of any such Material Alteration or Material Expansion, as applicable. 7.1.4 The Alteration or Expansion may not in and of itself, either during the Alteration or Expansion or upon completion, be reasonably expected to have a Material Adverse Effect with respect to the Property or adversely affect the annual Net Operating Income, taking into account the required escrows (or completion bond) provided under Section 7.1.8(a) below; provided that if, as reasonably determined by the Lender, such Alteration that is part of a renovation of or Expansion would adversely affect the gaming floor annual Net Operating Income, then in order to proceed with the Alteration or a renovation of Expansion the guest rooms at the Stratosphere Property), Borrower shall deliver to Lender an Officer’s Certificate stating that Eligible Collateral in the total amount of the estimated reduction in Net Operating Income resulting from the Alteration or Expansion as additional security for the Debt, which Eligible Collateral shall be returned to Borrower after completion of the Alteration or Expansion if the reduction in Net Operating Income has been restored and no Event of Default has occurred and is continuing. 7.1.5 All work done in connection with any Alteration or Expansion shall be performed with due diligence to Final Completion in a good and workmanlike manner, all materials used in connection with any Alteration or Expansion shall be not less than the standard of quality of the materials generally used at the Property as of the date hereof (or, if greater, the then current customary quality in the submarket in which the Property is located) and all work shall be performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements. 7.1.6 The cost of any Alteration or Expansion shall be promptly and fully paid for by Borrower, subject to the next succeeding sentence. No payment made prior to the Final Completion of an Alteration or Expansion or Restoration to any contractor, subcontractor, materialman, supplier, engineer, architect, project manager or other Person who renders services or furnishes materials in connection with such renovation and certifying that Borrower has sufficient funds to complete Alteration shall exceed ninety percent (90%) of the same. If Administrative Agent’s consent is requested hereunder with respect to a Material Alteration, Administrative Agent may retain a construction consultant reasonably acceptable to Borrower to review such request and, if such request is granted, Administrative Agent may retain a construction consultant reasonably acceptable to Borrower to inspect aggregate value of the work performed by such Person from time to time. Borrower shall, on demand by Administrative Agent, reimburse Administrative Agent for time and materials furnished and incorporated into the reasonable fees and disbursements of such consultantImprovements.