Amendments to Operative Agreements. The Trustees and Participants will not terminate the Operative Agreements to which the Lessee is not or will not be a party, or amend, supplement, waive or modify such Operative Agreements in any manner that increases the obligations or liabilities, or decreases the rights, of the Lessee under such Operative Agreements, except in accordance with such Operative Agreements in effect on the date hereof (as amended, modified or supplemented from time to time in accordance with the terms hereof and of such Operative Agreements). The Owner Participant and the Trustees (as applicable) agree that, in any event, they will not amend Section 2.10 or Article IX of the Indenture or Article IX of the Trust Agreement without the prior written consent of the Lessee.
Amendments to Operative Agreements. Section 10.1 Amendments to Operative Agreements With Consent of Lessors ...................................... 44 Section 10.2 Amendments to Operative Agreements Affecting Agent ................................................... 45
Amendments to Operative Agreements. (a) Each of the Operative Agreements (as defined in the Deed of Trust) is hereby amended by:
(i) replacing the notice instructions for the Company with the following address: Clark County Las Vegas Stadium, LLC c/o Seaport Entertainment Group Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx New York, NY 10038 Attn: Xxxxx Xxxxxxxxx
(ii) replacing each reference to “THE XXXXXX XXXXXX CORPORATION, a Delaware corporation” as Indemnitor under the Hazardous Material Indemnity Agreement and Indemnity and Guaranty Agreement, with “SEAPORT ENTERTAINMENT GROUP INC., a Delaware corporation”;
(iii) replacing the notice instructions for the Indemnitor with the following address: c/o Seaport Entertainment Group Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx New York, NY 10038 Attn: Xxxxx Xxxxxxxxx
(iv) replacing each reference to “XXXXX FARGO TRUST COMPANY, NATIONAL ASSOCIATION” with “COMPUTERSHARE TRUST COMPANY, N.A.”;
(v) replacing each reference to “XXXXX FARGO TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE” with “COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE”;
(vi) replacing the notice instructions for the Lender, the Purchaser, the Trustee, the Escrow Agent and the Beneficiary with the following address: c/o Computershare Trust Company, N.A. Columbia Mailroom Team 0000 Xxx Xxxxxxxxx Xxxx Columbia, MD 21045 Attn: Corporate Trust Lease Group
(b) Section 2.1 of the Deed of Trust is amended by replacing the address set forth therein with the following: Clark County Las Vegas Stadium, LLC c/o Seaport Entertainment Group Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx New York, NY 10038 Attn: Xxxxx Xxxxxxxxx
(c) Section 2.3(i)(ii) of the Deed of Trust is amended by replacing the reference to “The Xxxxxx Xxxxxx Corporation” to “Seaport Entertainment Group Inc.”
Amendments to Operative Agreements. Unless a Lease Event of ---------------------------------- Default shall have occurred and be continuing, the Trustees and Participants shall not terminate the Operative Agreements to which the Lessee is not or will not be a party, or amend, supplement, waive or modify such Operative Agreements in any manner that increases the obligations or liabilities, or decreases the rights, of the Lessee under the Operative Agreements, except in accordance with such Operative Agreements in effect on the date hereof (as amended, modified or supplemented from time to time in accordance with the terms hereof and of such Operative Agreements). Without limiting the generality of the foregoing, each of the Owner Participant and the Trustees (as applicable) agrees that, in any event, unless a Lease Event of Default shall have occurred and be continuing, it will not amend Section 2.10 or Article IX of the Indenture or Article [IX] of the Trust Agreement without the prior written consent of the Lessee.
Amendments to Operative Agreements. 43 Section 6.7. Certain Representations, Warranties and Covenants...............................................................
Amendments to Operative Agreements. 38 Section 6.7. Covenant of the Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 6.8. Merger Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 6.9. Lessee's Purchase in Certain Circumstances . . . . . . . . . . . . . . . . . . . 39 Section 6.10. Owner Participant an Affiliate of Lessee . . . . . . . . . . . . . . . . . . . . 40 Section 6.11. Corporate Existence; Place of Business . . . . . . . . . . . . . . . . . . . . . 40 Section 6.12. No Impairment of Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 40 SECTION 7. LESSEE'S INDEMNITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 7.1. General Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 7.2. General Indemnification and Waiver of Certain Claims . . . . . . . . . . . . . . 48 SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 SECTION 9.
Amendments to Operative Agreements. The Trustees and Participants will not terminate the Operative Agreements to which Lessee is not or will not be a party, except in accordance with the Operative Agreements in effect on the date hereof (as amended, modified or supplemented from time to time in accordance with the terms hereof and of the other Operative Agreements), or amend, supplement, waive or modify such Operative Agreements in any manner that increases the obligations or liabilities, or decreases the rights, of Lessee under the Operative Agreements, without, in each such case, the prior written consent of Lessee. Owner Participant and the Trustees (as applicable) agree that, in any event, they will not amend
Amendments to Operative Agreements. The Trustees and Participants will not terminate the Operative Agreements to which Lessee is not or will not be a party, except in accordance with the Operative Agreements in effect on the date hereof (as amended, modified or supplemented from time to time in accordance with the terms hereof and of the other Operative Agreements), or amend, supplement, waive or modify such Operative Agreements in any manner that increases the obligations or liabilities, or decreases the rights, of Lessee under the Operative Agreements, without, in each such case, the prior written consent of Lessee. Owner Participant and the Trustees (as applicable) agree that, in any event, they will not amend Section 2.01, 2.02, 2.05, 2.10, the provisions of the proviso of Section 4.03(a), Article III or Article IX of the Indenture or Section 4.01, 9.01, 10.01 or 12.01 of the Trust Agreement without the prior written consent of Lessee; provided that, in respect of Section 2.01, 2.02, 2.05 or 2.10 of the Indenture or Article III of the Indenture, if an Event of Default shall have occurred and is continuing, such consent right of Lessee shall not be applicable so long as any amendment, modification, supplement or waiver in respect thereof does not increase the obligations or liabilities, or decrease the rights, of Lessee under the Operative Agreements.
Amendments to Operative Agreements. 43 Section 10.1
Amendments to Operative Agreements. The Trustees and Participants will not terminate the Operative Agreements to which Lessee is not or will not be a party, except in accordance with the Operative Agreements in effect on the date hereof (as amended, modified or supplemented from time to time in accordance with the terms hereof and of the other Operative Agreements), or amend, supplement, waive or modify such Operative Agreements in any manner that increases the obligations or liabilities, or decreases the rights, of Lessee under the Operative Agreements, without, in each such case, the prior written consent of Lessee. Owner Participant and the Trustees (as applicable) agree that, in any event, they will not amend Section 2.01, 2.02, 2.05, 2.10, the provisions of the proviso of Section 4.3(a), Article III, Article IX of the Indenture or Section 4.01, 9.01, 10.01 or 12.01 or Article IX of the Trust Agreement without the prior written consent of Lessee.
