CONSENT AND RATIFICATION. By executing this Amendment in the space provided below, the undersigned Guarantor hereby: (i) consents to the execution and delivery of this Amendment, (ii) ratifies and confirms Guarantor’s obligations, as modified by this Amendment, under that certain Xxxxxxx and Restated Guaranty of Master Lease dated as of April 29, 2022 executed by Guarantor (the “Guaranty”), (iii) acknowledges and agrees that the Guaranty is in full force and effect and is valid, binding and enforceable in accordance with its terms, as modified by this Amendment and (iv) acknowledges and agrees that nothing in this Amendment in any way impairs or lessens Guarantor’s obligations under the Guaranty except to the extent of Obligations (as defined in the Guaranty) pertaining to the Gold Strike Facility as and to the extent arising from and after the Effective Date for which Guarantor is hereby released (it being understood, for the avoidance of doubt, that any Obligations in respect of the Gold Strike Facility, as and to the extent arising out of or accruing in respect of any period prior to the Effective Date, shall continue to comprise Obligations, and shall survive and shall not be terminated, limited, impaired or affected by or upon entry into this Amendment). MGM RESORTS INTERNATIONAL, a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Treasurer [Consent and Ratification to Second Amendment to Amended and Restated Master Lease] Exhibit A CONFORMED AMENDED AND RESTATED MASTER LEASE Conformed through Second Amendment AMENDED AND RESTATED MASTER LEASE TABLE OF CONTENTS TO MASTER LEASE Page Article I LEASED PROPERTY 2 1.1 Leased Property 2 1.2 Single, Indivisible Lease 3 1.3 Term 4 1.4 Renewal Terms 4 1.5 Separation of Leases 4 Article II DEFINITIONS 6 2.1 Definitions 6 Article III RENT 36 3.1 Rent 36 3.2 Late Payment of Rent or Additional Charges 36 3.3 Method of Payment of Rent 37 3.4 Net Lease 37 3.5 Fair Market Rent 37 Article IV IMPOSITIONS 38 4.1 Impositions 38 4.2 Utilities, Encumbrances and Other Matters 39 4.3 Impound Account 40 4.4 Sustainability 41 Article V NO ABATEMENT 41 5.1 No Termination, Abatement, etc 41 Article VI OWNERSHIP OF LEASED PROPERTY 42 6.1 Ownership of the Leased Property 42 6.2 Tenant’s Property 43 6.3 Tenant’s Intellectual Property 44 Article VII CONDITION AND USE OF LEASED PROPERTY 44 7.1 Condition of the Leased Property 44 7.2 Use of the Leased Property 45 7.3 Other Facilities 47 7.4 Landlord ROFO 47 Article VIII COMPLIANCE WITH LAW; GROUND LEASES 48 8.1 Representations and Warranties 48 8.2 Compliance with Legal and Insurance Requirements, etc 48 8.3 Zoning and Uses 49 8.4 Compliance with Ground Leases 50 8.5 Tax Agreements 53 Article IX MAINTENANCE AND REPAIR 53 9.1 Maintenance and Repair 53 TABLE OF CONTENTS TO MASTER LEASE (Continued) Page 9.2 Encroachments, Restrictions, Mineral Leases, etc 54 Article X CAPITAL IMPROVEMENTS 55 10.1 Construction of Capital Improvements to the Leased Property 55 10.2 Construction Requirements for Capital Improvements 56 10.3 Intentionally Omitted 57 10.4 Ownership of Tenant Capital Improvements at end of Term 57 10.5 Funding of Tenant Capital Improvements 57 Article XI NO LIENS 58 11.1 Liens 58 11.2 Landlord Encumbrance Obligations 60 Article XII PERMITTED CONTESTS 60
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Samples: Master Lease (MGM Resorts International), Master Lease (VICI Properties L.P.)
CONSENT AND RATIFICATION. By executing this Amendment in the space provided below, the undersigned Guarantor hereby: (i) consents to the execution and delivery of this Amendment, (ii) ratifies and confirms Guarantor’s obligations, as modified by this Amendment, under that certain Xxxxxxx and Restated Guaranty of Master Lease dated as of April 29, 2022 executed by Guarantor (the “Guaranty”), (iii) acknowledges and agrees that the Guaranty is in full force and effect and is valid, binding and enforceable in accordance with its terms, as modified by this Amendment and (iv) acknowledges and agrees that nothing in this Amendment in any way impairs or lessens Guarantor’s obligations under the Guaranty except to the extent of Obligations (as defined in the Guaranty) pertaining to the Gold Strike Mirage Facility as and to the extent arising from and after the Effective Date for which Guarantor is hereby released (it being understood, for the avoidance of doubt, that any Obligations in respect of the Gold Strike Mirage Facility, as and to the extent arising out of or accruing in respect of any period prior to the Effective Date, shall continue to comprise Obligations, and shall survive and shall not be terminated, limited, impaired or affected by or upon entry into this Amendment). MGM RESORTS INTERNATIONAL, a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Treasurer [Consent and Ratification to Second First Amendment to Amended and Restated Master Lease] Exhibit A CONFORMED AMENDED AND RESTATED MASTER LEASE Conformed through Second First Amendment AMENDED AND RESTATED MASTER LEASE TABLE OF CONTENTS TO MASTER LEASE Page Article ARTICLE I LEASED PROPERTY 2 8 1.1 Leased Property 2 8 1.2 Single, Indivisible Lease 3 9 1.3 Term 4 9 1.4 Renewal Terms 4 10 1.5 Separation of Leases 4 Article 10 ARTICLE II DEFINITIONS 6 12 2.1 Definitions 6 Article 12 ARTICLE III RENT 36 38 3.1 Rent 36 38 3.2 Late Payment of Rent or Additional Charges 36 39 3.3 Method of Payment of Rent 37 39 3.4 Net Lease 37 39 3.5 Fair Market Rent 37 Article 40 ARTICLE IV IMPOSITIONS 38 40 4.1 Impositions 38 40 4.2 Utilities, Encumbrances and Other Matters 39 42 4.3 Impound Account 40 4.4 Sustainability 41 Article 42 ARTICLE V NO ABATEMENT 41 43 5.1 No Termination, Abatement, etc 41 Article 43 ARTICLE VI OWNERSHIP OF LEASED PROPERTY 42 44 6.1 Ownership of the Leased Property 42 44 6.2 Tenant’s Property 43 45 6.3 Tenant’s Intellectual Property 44 Article 45 ARTICLE VII CONDITION AND USE OF LEASED PROPERTY 44 46 7.1 Condition of the Leased Property 44 46 7.2 Use of the Leased Property 45 46 7.3 Other Facilities 47 48 7.4 Landlord ROFO 47 Article 48 ARTICLE VIII COMPLIANCE WITH LAW; GROUND LEASES 48 49 8.1 Representations and Warranties 48 49 8.2 Compliance with Legal and Insurance Requirements, etc 48 50 8.3 Zoning and Uses 49 50 8.4 Compliance with Ground Leases 50 51 8.5 Tax Agreements 53 Article IX MAINTENANCE AND REPAIR 53 9.1 Maintenance and Repair 53 TABLE OF CONTENTS TO MASTER LEASE (Continued) Page ARTICLE IX MAINTENANCE AND REPAIR 54 9.1 Maintenance and Repair 54 9.2 Encroachments, Restrictions, Mineral Leases, etc 54 Article 55 ARTICLE X CAPITAL IMPROVEMENTS 55 56 10.1 Construction of Capital Improvements to the Leased Property 55 56 10.2 Construction Requirements for Capital Improvements 56 57 10.3 Intentionally Omitted 57 10.4 Ownership of Tenant Capital Improvements at end of Term 57 10.5 Funding of Tenant Capital Improvements 57 Article ARTICLE XI NO LIENS 58 11.1 Liens 58 11.2 Landlord Encumbrance Obligations 60 Article 59 ARTICLE XII PERMITTED CONTESTS 6060 12.1 Permitted Contests 60 ARTICLE XIII INSURANCE 61 13.1 General Insurance Requirements 61 13.2 Additional Insurance 63 13.3 Waiver of Subrogation 63 13.4 Policy Requirements 63 13.5 Increase in Limits 64 13.6 Blanket Policy 64 13.7 No Separate Insurance 64 ARTICLE XIV CASUALTY 65 14.1 Property Insurance Proceeds 65 14.2 Tenant’s Obligations Following Casualty 65 14.3 No Abatement of Rent 67 14.4 Waiver 67 14.5 Insurance Proceeds Paid to Facility Mortgagee 67 14.6 Termination of Master Lease; Abatement of Rent 68 14.7 Multiple Facility Mortgagees 68 ARTICLE XV CONDEMNATION 68 15.1 Condemnation 68 15.2 Award Distribution 69 15.3 Temporary Taking 70 15.4 No Abatement of Rent 70 15.5 Waiver 70 15.6 Award Paid to Facility Mortgagee 70 15.7 Termination of Master Lease; Abatement of Rent 70 TABLE OF CONTENTS TO MASTER LEASE (Continued) Page ARTICLE XVI DEFAULT; REMEDIES 71 16.1 Events of Default 71 16.2 Certain Remedies 73 16.3 Damages 74 16.4 Receiver 75 16.5 Waiver 75 16.6 Application of Funds 75 ARTICLE XVII TENANT’S FINANCING 75 17.1 Permitted Leasehold Mortgagees 75 17.2 Landlord’s Right to Cure Tenant’s Default 82 17.3 Tenant’s Debt Agreements 82 17.4 Landlord Cooperation 82 ARTICLE XVIII SALE OF LEASED PROPERTY 82 18.1 Sale of the Leased Property 82 ARTICLE XIX HOLDING OVER 83 19.1 Holding Over 83 ARTICLE XX RISK OF LOSS 84 20.1 Risk of Loss 84 ARTICLE XXI INDEMNIFICATION 84 21.1 General Indemnification 84 ARTICLE XXII SUBLETTING AND ASSIGNMENT 85 22.1 Subletting and Assignment 85 22.2 Permitted Assignments 85 22.3 Permitted Sublease Agreements 87 22.4 Required Assignment and Subletting Provisions 88 22.5 Costs 89 22.6 No Release of Xxxxxx’s Obligations; Exception 89 22.7 Separate Lease; Rent Allocated 89 22.8 Management Agreements 90 ARTICLE XXIII REPORTING; CONFIDENTIALITY 90 23.1 Officer’s Certificate and Financial Statements 90 23.2 Confidentiality; Public Offering Information 93 23.3 Financial Covenants 95 23.4 Landlord Obligations 96 ARTICLE XXIV LANDLORD’S RIGHT TO INSPECT 97 24.1 Landlord’s Right to Inspect 97 TABLE OF CONTENTS TO MASTER LEASE (Continued) Page ARTICLE XXV NO WAIVER 97 25.1 No Waiver 97 ARTICLE XXVI REMEDIES CUMULATIVE 97 26.1 Remedies Cumulative 97 ARTICLE XXVII ACCEPTANCE OF SURRENDER 97 27.1 Acceptance of Surrender 97 ARTICLE XXVIII NO MERGER 97 28.1 No Merger 97 ARTICLE XXIX CONVEYANCE BY LANDLORD 98 29.1 Conveyance by Landlord 98 ARTICLE XXX QUIET ENJOYMENT 98 30.1 Quiet Enjoyment 98 ARTICLE XXXI LANDLORD’S FINANCING 98 31.1 Landlord’s Financing 98 31.2 Attornment 99 ARTICLE XXXII HAZARDOUS SUBSTANCES 100 32.1 Hazardous Substances 100 32.2 Notices 100 32.3 Remediation 100 32.4 Indemnity 100 32.5 Environmental Inspections 101 ARTICLE XXXIII MEMORANDUM OF LEASE 102 33.1 Memorandum of Lease 102 ARTICLE XXXIV APPOINTING EXPERTS 102 34.1 Expert Dispute Resolution Process 102 ARTICLE XXXV NOTICES 105 35.1 Notices 105 35.2 Deemed Approval Period with respect to certain Items Requiring Consent 106 35.3 Unavoidable Delays 107 ARTICLE XXXVI TRANSITION UPON EXPIRATION OR TERMINATION 107 36.1 Transfer of Xxxxxx’s Assets at the Facilities 107 TABLE OF CONTENTS TO MASTER LEASE (Continued) Page ARTICLE XXXVII ATTORNEY’S FEES 108 37.1 Attorneys’ Fees 108 ARTICLE XXXVIII BROKERS 108 38.1 Brokers 108 ARTICLE XXXIX OFAC 108 39.1 Sanctions Representations 108 ARTICLE XL REIT REQUIREMENTS 109 40.1 REIT Protection 109 ARTICLE XLI MISCELLANEOUS 110 41.1 Survival 110 41.2 Severability 110 41.3 Non-Recourse 110 41.4 Successors and Assigns 110 41.5 Governing Law 111 41.6 Waiver of Trial by Jury 111 41.7 Entire Agreement 111 41.8 Headings; Consent 111 41.9 Counterparts 112 41.10 Interpretation 112 41.11 Time of Essence 112 41.12 Further Assurances 112 41.13 Gaming Regulations 112 41.14 Regulatory Requirements 112 41.15 Certain Provisions of Nevada Law 115 41.16 Sale/Leaseback Accounting 115 EXHIBITS AND SCHEDULES EXHIBIT A — LIST OF FACILITIES EXHIBIT B — LEGAL DESCRIPTIONS EXHIBIT C — FORM OF OFFICER’S CERTIFICATE EXHIBIT D — GAMING LICENSES EXHIBIT E — FORM OF GUARANTY EXHIBIT F-1 — FORM OF NONDISTURBANCE AND ATTORNMENT AGREEMENT TABLE OF CONTENTS TO MASTER LEASE (Continued) Page EXHIBIT F-2 — FORM OF SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT EXHIBIT G — FORM OF MEMORANDUM OF LEASE EXHIBIT H — FINANCIAL COVENANTS COMPLIANCE REPORT EXHIBIT I — INTELLECTUAL PROPERTY LICENSE AGREEMENT SCHEDULE 1 — EXCLUDED ASSETS SCHEDULE 2 — PARK MGM TENANT CAPITAL IMPROVEMENTS SCHEDULE 3 — ORIGINAL COMMENCEMENT DATE OF EACH FACILITY SCHEDULE 4 — NDOT CONDEMNATION SCHEDULE 5 — EXISTING MANAGEMENT AGREEMENTS SCHEDULE 6 — LANDLORD COOPERATION MATTERS SCHEDULE 7 — SPECIFIED EASEMENTS AND OTHER AGREEMENTS AMENDED AND RESTATED MASTER LEASE This AMENDED AND RESTATED MASTER LEASE (the “Master Lease”) is entered into as of the 29th day of April, 2022 (the “Commencement Date”), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Tenant”).
Appears in 1 contract
CONSENT AND RATIFICATION. By executing this Amendment in the space provided below, the undersigned Guarantor hereby: (i) consents to the execution and delivery of this Amendment, (ii) ratifies and confirms Guarantor’s obligations, as modified by this Amendment, under that certain Xxxxxxx and Restated Guaranty of Master Lease dated as of April 29, 2022 executed by Guarantor (the “Guaranty”), (iii) acknowledges and agrees that the Guaranty is in full force and effect and is valid, binding and enforceable in accordance with its terms, as modified by this Amendment and (iv) acknowledges and agrees that nothing in this Amendment in any way impairs or lessens Guarantor’s obligations under the Guaranty except to the extent of Obligations (as defined in the Guaranty) pertaining to the Gold Strike Mirage Facility as and to the extent arising from and after the Effective Date for which Guarantor is hereby released (it being understood, for the avoidance of doubt, that any Obligations in respect of the Gold Strike Mirage Facility, as and to the extent arising out of or accruing in respect of any period prior to the Effective Date, shall continue to comprise Obligations, and shall survive and shall not be terminated, limited, impaired or affected by or upon entry into this Amendment). MGM RESORTS INTERNATIONAL, a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Treasurer [Consent and Ratification to Second First Amendment to Amended and Restated Master Lease] Exhibit A CONFORMED AMENDED AND RESTATED MASTER LEASE Conformed through Second First Amendment AMENDED AND RESTATED MASTER LEASE TABLE OF CONTENTS TO MASTER LEASE Page Article I LEASED PROPERTY 2 1.1 Leased Property 2 1.2 Single, Indivisible Lease 3 1.3 Term 4 1.4 Renewal Terms 4 1.5 Separation of Leases 4 Article II DEFINITIONS 6 2.1 Definitions 6 Article III RENT 36 3.1 Rent 36 3.2 Late Payment of Rent or Additional Charges 36 3.3 Method of Payment of Rent 37 36 3.4 Net Lease 37 3.5 Fair Market Rent 37 Article IV IMPOSITIONS 38 37 4.1 Impositions 38 37 4.2 Utilities, Encumbrances and Other Matters 39 4.3 Impound Account 40 4.4 Sustainability 41 Article V NO ABATEMENT 41 5.1 No Termination, Abatement, etc 41 Article VI OWNERSHIP OF LEASED PROPERTY 42 6.1 Ownership of the Leased Property 42 6.2 Tenant’s Property 43 6.3 Tenant’s Intellectual Property 44 Article VII CONDITION AND USE OF LEASED PROPERTY 44 7.1 Condition of the Leased Property 44 7.2 Use of the Leased Property 45 7.3 Other Facilities 47 46 7.4 Landlord ROFO 47 Article VIII COMPLIANCE WITH LAW; GROUND LEASES 48 8.1 Representations and Warranties 48 8.2 Compliance with Legal and Insurance Requirements, etc 48 8.3 Zoning and Uses 49 8.4 Compliance with Ground Leases 50 8.5 Tax Agreements 53 52 Article IX MAINTENANCE AND REPAIR 53 9.1 Maintenance and Repair 53 9.2 Encroachments, Restrictions, Mineral Leases, etc 54 TABLE OF CONTENTS TO MASTER LEASE (Continued) Page 9.2 Encroachments, Restrictions, Mineral Leases, etc 54 Article X CAPITAL IMPROVEMENTS 55 10.1 Construction of Capital Improvements to the Leased Property 55 10.2 Construction Requirements for Capital Improvements 56 10.3 Intentionally Omitted 57 10.4 Ownership of Tenant Capital Improvements at end of Term 57 10.5 Funding of Tenant Capital Improvements 57 Article XI NO LIENS 58 57 11.1 Liens 58 57 11.2 Landlord Encumbrance Obligations 60 59 Article XII PERMITTED CONTESTS 6060 12.1 Permitted Contests 60 Article XIII INSURANCE 61 13.1 General Insurance Requirements 61 13.2 Additional Insurance 63 13.3 Waiver of Subrogation 63 13.4 Policy Requirements 63 13.5 Increase in Limits 64 13.6 Blanket Policy 64 13.7 No Separate Insurance 65 Article XIV CASUALTY 65 14.1 Property Insurance Proceeds 65 14.2 Tenant’s Obligations Following Casualty 66 14.3 No Abatement of Rent 68 14.4 Waiver 68 14.5 Insurance Proceeds Paid to Facility Mortgagee 68 14.6 Termination of Master Lease; Abatement of Rent 69 14.7 Multiple Facility Mortgagees 69 Article XV CONDEMNATION 69 15.1 Condemnation 69 15.2 Award Distribution 71 15.3 Temporary Taking 71 15.4 No Abatement of Rent 71 15.5 Waiver 71 15.6 Award Paid to Facility Mortgagee 71 15.7 Termination of Master Lease; Abatement of Rent 72 Article XVI DEFAULT; REMEDIES 72
Appears in 1 contract
Samples: Master Lease (VICI Properties L.P.)
