Common use of Impermissible Transactions Clause in Contracts

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call Right, (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof. (ii) In the event that the exercise of the Call Right would be an Impermissible Transaction (whether by agreement of the Parties or following resolution pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof), and the Parties are not proceeding with a Qualifying Proposal, then the following shall apply: 1. If the exercise of the Call Right would be an Impermissible Transaction due to a Debt Limitation, then Owner shall use commercially reasonable efforts to resolve such Debt Limitation in accordance with Section 2(h) below and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property (such date, the “Debt Limitation Resolution Deadline”). If such Debt Limitation is not resolved upon or before the Debt Limitation Resolution Deadline, then Owner shall pay to Propco, five (5) business days after the Debt Limitation Resolution Deadline, an amount in cash equal to the Value Loss Amount, provided, that if (1) the applicable Debt Limitation is contained in an agreement as to which any member of the Designated Propco Group is a party, (2) such member of the Designated Propco Group has been requested in writing no later than sixty (60) days prior to the Debt Limitation Resolution Deadline to waive or modify the Debt Limitation in a manner that, upon such waiver or modification by such member (and any other members of the Designated Propco Group party to such agreement), would enable the consummation of the transactions contemplated hereunder, (3) the requested waiver or modification is limited to one or more covenant(s) that would otherwise prohibit the sale of the Property under and pursuant to the terms contained in this Agreement, and such requested waiver or modification operates only to permit the sale of the Property under and pursuant to the terms contained in this Agreement (and does not otherwise waive or modify the agreement in which the applicable Debt Limitation is contained); and (4) such member of the Designated Propco Group has failed to provide such waiver or modification, then in such circumstance, Owner shall have no obligation to pay the Value Loss Amount. It is understood and agreed that the foregoing proviso does not require any member of the Designated Propco Group to agree to any other amendment or waiver under such agreement other than with respect to the Debt Limitation. 2. If the exercise of the Call Right would be an Impermissible Transaction due to any other reason other than a Debt Limitation (including a Gaming Approval Failure), then the Parties shall use commercially reasonable efforts to resolve such issue (including, in the case of a Gaming Approval Failure, in accordance with Section 2(g) below), and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property, which such date may be extended by Propco but not beyond the expiration of the Propco Election Period (the “Gaming Resolution Deadline”); provided, that if after one (1) year after the date of delivery of the Property Package Request such issue has not been resolved and the Parties determine that there is no reasonable chance that such issue will be resolved beyond such period, such date of determination will be the Gaming Resolution Deadline. If the applicable issue giving rise to the Impermissible Transaction is not resolved by the Gaming Resolution Deadline, then the provisions of Section 2(j) below regarding an Alternative Transaction shall apply. If there is a dispute between the Parties regarding whether there is a reasonable chance of the applicable issue being resolved pursuant to the proviso in the second preceding sentence, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that the applicable issue has a reasonable chance of being resolved, the Gaming Resolution Deadline will not occur at such time and this subparagraph 2 will continue to apply. If it is determined by the Arbitration Panel that the applicable issue does not have a reasonable chance of being resolved, then the Gaming Resolution Deadline will occur at such time and the provisions of Section 2(j) below regarding an Alternative Transaction shall apply.

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call RightRight , (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (including due to the failure of Landlord and the City Council (each as defined in the Ground Lease) to consent to the assignment of the Ground Lease to Propco) (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof. (ii) In the event that the exercise of the Call Right would be an Impermissible Transaction (whether by agreement of the Parties or following resolution pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof), and the Parties are not proceeding with a Qualifying Proposal, then the following shall apply: 1. If the exercise of the Call Right would be an Impermissible Transaction due to a Debt Limitation, then Owner shall use commercially reasonable efforts to resolve such Debt Limitation in accordance with Section 2(h) below and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property (such date, the “Debt Limitation Resolution Deadline”). If such Debt Limitation is not resolved upon or before the Debt Limitation Resolution Deadline, then Owner shall pay to Propco, five (5) business days after the Debt Limitation Resolution Deadline, an amount in cash equal to the Value Loss Amount, provided, that if (1) the applicable Debt Limitation is contained in an agreement as to which any member of the Designated Propco Group is a party, (2) such member of the Designated Propco Group has been requested in writing no later than sixty (60) days prior to the Debt Limitation Resolution Deadline to waive or modify the Debt Limitation in a manner that, upon such waiver or modification by such member (and any other members of the Designated Propco Group party to such agreement), would enable the consummation of the transactions contemplated hereunder, (3) the requested waiver or modification is limited to one or more covenant(s) that would otherwise prohibit the sale of the Property under and pursuant to the terms contained in this Agreement, and such requested waiver or modification operates only to permit the sale of the Property under and pursuant to the terms contained in this Agreement (and does not otherwise waive or modify the agreement in which the applicable Debt Limitation is contained); and (4) such member of the Designated Propco Group has failed to provide such waiver or modification, then in such circumstance, Owner shall have no obligation to pay the Value Loss Amount. It is understood and agreed that the foregoing proviso does not require any member of the Designated Propco Group to agree to any other amendment or waiver under such agreement other than with respect to the Debt Limitation. 2. If the exercise of the Call Right would be an Impermissible Transaction due to any other reason other than a Debt Limitation (including a Gaming Approval FailureFailure or a failure of the Landlord or the City Council (each as defined in the Ground Lease) to consent to the assignment of the Ground Lease to Propco), then the Parties shall use commercially reasonable efforts to resolve such issue (including, in the case of a Gaming Approval Failure, in accordance with Section 2(g) below), and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property, which such date may be extended by Propco but not beyond the expiration of the Propco Election Period (the “Gaming Resolution Deadline”); provided, that if after one (1) year after the date of delivery of the Property Package Request such issue has not been resolved and the Parties determine that there is no reasonable chance that such issue will be resolved beyond such period, such date of determination will be the Gaming Resolution Deadline. If the applicable issue giving rise to the Impermissible Transaction is not resolved by the Gaming Resolution Deadline, then the provisions of Section 2(j) below regarding an Alternative Transaction shall apply. If there is a dispute between the Parties regarding whether there is a reasonable chance of the applicable issue being resolved pursuant to the proviso in the second preceding sentence, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that the applicable issue has a reasonable chance of being resolved, the Gaming Resolution Deadline will not occur at such time and this subparagraph 2 will continue to apply. If it is determined by the Arbitration Panel that the applicable issue does not have a reasonable chance of being resolved, then the Gaming Resolution Deadline will occur at such time and the provisions of Section 2(j) below regarding an Alternative Transaction shall apply.

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call RightRight to consent to the assignment of the Ground Lease to Propco), (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (including due to the failure of Landlord and the City Council (each as defined in the Ground Lease) (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof. (ii) In the event that the exercise of the Call Right would be an Impermissible Transaction (whether by agreement of the Parties or following resolution pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof), and the Parties are not proceeding with a Qualifying Proposal, then the following shall apply: 1. If the exercise of the Call Right would be an Impermissible Transaction due to a Debt Limitation, then Owner shall use commercially reasonable efforts to resolve such Debt Limitation in accordance with Section 2(h) below and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property (such date, the “Debt Limitation Resolution Deadline”). If such Debt Limitation is not resolved upon or before the Debt Limitation Resolution Deadline, then Owner shall pay to Propco, five (5) business days after the Debt Limitation Resolution Deadline, an amount in cash equal to the Value Loss Amount, provided, that if (1) the applicable Debt Limitation is contained in an agreement as to which any member of the Designated Propco Group is a party, (2) such member of the Designated Propco Group has been requested in writing no later than sixty (60) days prior to the Debt Limitation Resolution Deadline to waive or modify the Debt Limitation in a manner that, upon such waiver or modification by such member (and any other members of the Designated Propco Group party to such agreement), would enable the consummation of the transactions contemplated hereunder, (3) the requested waiver or modification is limited to one or more covenant(s) that would otherwise prohibit the sale of the Property under and pursuant to the terms contained in this Agreement, and such requested waiver or modification operates only to permit the sale of the Property under and pursuant to the terms contained in this Agreement (and does not otherwise waive or modify the agreement in which the applicable Debt Limitation is contained); and (4) such member of the Designated Propco Group has failed to provide such waiver or modification, then in such circumstance, Owner shall have no obligation to pay the Value Loss Amount. It is understood and agreed that the foregoing proviso does not require any member of the Designated Propco Group to agree to any other amendment or waiver under such agreement other than with respect to the Debt Limitation. 2. If the exercise of the Call Right would be an Impermissible Transaction due to any other reason other than a Debt Limitation (including a Gaming Approval FailureFailure or a failure of the Landlord or the City Council (each as defined in the Ground Lease) to consent to the assignment of the Ground Lease to Propco), then the Parties shall use commercially reasonable efforts to resolve such issue (including, in the case of a Gaming Approval Failure, in accordance with Section 2(g) below), and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property, which such date may be extended by Propco but not beyond the expiration of the Propco Election Period (the “Gaming Resolution Deadline”); provided, that if after one (1) year after the date of delivery of the Property Package Request such issue has not been resolved and the Parties determine that there is no reasonable chance that such issue will be resolved beyond such period, such date of determination will be the Gaming Resolution Deadline. If the applicable issue giving rise to the Impermissible Transaction is not resolved by the Gaming Resolution Deadline, then the provisions of Section 2(j) below regarding an Alternative Transaction shall apply. If there is a dispute between the Parties regarding whether there is a reasonable chance of the applicable issue being resolved pursuant to the proviso in the second preceding sentence, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that the applicable issue has a reasonable chance of being resolved, the Gaming Resolution Deadline will not occur at such time and this subparagraph 2 will continue to apply. If it is determined by the Arbitration Panel that the applicable issue does not have a reasonable chance of being resolved, then the Gaming Resolution Deadline will occur at such time and the provisions of Section 2(j) below regarding an Alternative Transaction shall apply.

Impermissible Transactions. (i) If within sixty (60) days of receipt of the Property Package Request, Owner in good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call Right, (2) the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (including due to the failure of Landlord and the City Council (each as defined in the Ground Lease) to consent to the assignment of the Ground Lease to Propco) (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof. (ii) In the event that the exercise of the Call Right would be an Impermissible Transaction (whether by agreement of the Parties or following resolution pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof), and the Parties are not proceeding with a Qualifying Proposal, then the following shall apply: 1. If the exercise of the Call Right would be an Impermissible Transaction due to a Debt Limitation, then Owner shall use commercially reasonable efforts to resolve such Debt Limitation in accordance with Section 2(h) below and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property (such date, the “Debt Limitation Resolution Deadline”). If such Debt Limitation is not resolved upon or before the Debt Limitation Resolution Deadline, then Owner shall pay to Propco, five (5) business days after the Debt Limitation Resolution Deadline, an amount in cash equal to the Value Loss Amount, provided, that if (1) the applicable Debt Limitation is contained in an agreement as to which any member of the Designated Propco Group is a party, (2) such member of the Designated Propco Group has been requested in writing no later than sixty (60) days prior to the Debt Limitation Resolution Deadline to waive or modify the Debt Limitation in a manner that, upon such waiver or modification by such member (and any other members of the Designated Propco Group party to such agreement), would enable the consummation of the transactions contemplated hereunder, (3) the requested waiver or modification is limited to one or more covenant(s) that would otherwise prohibit the sale of the Property under and pursuant to the terms contained in this Agreement, and such requested waiver or modification operates only to permit the sale of the Property under and pursuant to the terms contained in this Agreement (and does not otherwise waive or modify the agreement in which the applicable Debt Limitation is contained); and (4) such member of the Designated Propco Group has failed to provide such waiver or modification, then in such circumstance, Owner shall have no obligation to pay the Value Loss Amount. It is understood and agreed that the foregoing proviso does not require any member of the Designated Propco Group to agree to any other amendment or waiver under such agreement other than with respect to the Debt Limitation. 2. If the exercise of the Call Right would be an Impermissible Transaction due to any other reason other than a Debt Limitation (including a Gaming Approval FailureFailure or a failure of the Landlord or the City Council (each as defined in the Ground Lease) to consent to the assignment of the Ground Lease to Propco), then the Parties shall use commercially reasonable efforts to resolve such issue (including, in the case of a Gaming Approval Failure, in accordance with Section 2(g) below), and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property, which such date may be extended by Propco but not beyond the expiration of the Propco Election Period (the “Gaming Resolution Deadline”); provided, that if after one (1) year after the date of delivery of the Property Package Request such issue has not been resolved and the Parties determine that there is no reasonable chance that such issue will be resolved beyond such period, such date of determination will be the Gaming Resolution Deadline. If the applicable issue giving rise to the Impermissible Transaction is not resolved by the Gaming Resolution Deadline, then the provisions of Section 2(j) below regarding an Alternative Transaction shall apply. If there is a dispute between the Parties regarding whether there is a reasonable chance of the applicable issue being resolved pursuant to the proviso in the second preceding sentence, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that the applicable issue has a reasonable chance of being resolved, the Gaming Resolution Deadline will not occur at such time and this subparagraph 2 will continue to apply. If it is determined by the Arbitration Panel that the applicable issue does not have a reasonable chance of being resolved, then the Gaming Resolution Deadline will occur at such time and the provisions of Section 2(j) below regarding an Alternative Transaction shall apply.

Impermissible Transactions. (i) If upon within sixty (60) days of receipt of the Property Package Request, Owner in (1) believesin good faith determines that (after having used commercially reasonable efforts to resolve such circumstances), either (1) the Property is (and will be) subject to a Debt Limitation that cannot be waived or otherwise amended in a manner that would permit the exercise of the Call Right, (2) believes that the consummation of the Call Right will (in Owner’s good faith opinion) not be approved by the applicable Gaming Authorities (or will otherwise not comply with applicable laws and regulations,), or (3) the Property is not (and will not be) for any other reason able to be timely delivered pursuant to the exercise of the Call Right (any such event or circumstance being referred to as an “Impermissible Transaction”), then Owner shall notify Propco thereof within such ten (10) Business Days of Owner’s receiptsuch 60-day period (such notice, a “Notice of Impermissibility”). Any Notice of Impermissibility shall specify the actions taken by Owner in determining whether the exercise of the Call Right would be an Impermissible Transaction, a detailed description of the circumstances giving rise to such determination, and the commercially reasonable efforts undertaken to resolve such circumstances. In the event that Owner delivers a Notice of Impermissibility, Owner may simultaneously with the delivery thereof propose in good faith one or more replacement properties and the material transaction terms for the purchase and lease of such properties (the “Owner Proposal”). If Owner makes an Owner Proposal, Propco shall make a commercially reasonable determination of whether 11 Note that additional back-up items will also be added to this section, depending on how the Purchase Price and Property Lease Rent are to be determined. the Owner Proposal constitutes a Qualifying Proposal. If the Owner Proposal is a Qualifying Proposal, the Parties shall proceed with the transaction reflected in the Owner Proposal on the terms otherwise set forth herein. If Owner does not, simultaneously with the Notice of Impermissibility, make an Owner Proposal, or makes an Owner Proposal that is not a Qualifying Proposal, then Section 2(d)(ii) below shall apply. Any dispute as to whether the exercise of the Call Right would be an Impermissible Transaction, or whether an Owner Proposal is a Qualifying Proposal, shall be resolved pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof. (ii) In the event that the exercise of the Call Right would be an Impermissible Transaction (whether by agreement of the Parties or following resolution pursuant to arbitration in accordance with the procedures set forth in Section 3 hereof), and the Parties are not proceeding with a Qualifying Proposal, then the following shall apply: 1. If the exercise of the Call Right would be an Impermissible Transaction due to a Debt Limitation, then Owner shall use commercially reasonable efforts to resolve such Debt Limitation in accordance with Section 2(h) below and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property (such date, the “Debt Limitation Resolution Deadline”). If such Debt Limitation is not resolved upon or before the Debt Limitation Resolution Deadline, then Owner shall pay to Propco, five (5) business days after the Debt Limitation Resolution Deadline, an amount in cash equal to the Value Loss Amount, provided, that if (1) the applicable Debt Limitation is contained in an agreement as to which any member of the Designated Propco Group is a party, (2) such member of the Designated Propco Group has been requested in writing no later than sixty (60) days prior to the Debt Limitation Resolution Deadline to waive or modify the Debt Limitation in a manner that, upon such waiver or modification by such member (and any other members of the Designated Propco Group party to such agreement), would enable the consummation of the transactions contemplated hereunder, (3) the requested waiver or modification is limited to one or more covenant(s) that would otherwise prohibit the sale of the Property under and pursuant to the terms contained in this Agreement, and such requested waiver or modification operates only to permit the sale of the Property under and pursuant to the terms contained in this Agreement (and does not otherwise waive or modify the agreement in which the applicable Debt Limitation is contained); and (4) such member of the Designated Propco Group has failed to provide such waiver or modification, then in such circumstance, Owner shall have no obligation to pay the Value Loss Amount. It is understood and agreed that the foregoing proviso does not require any member of the Designated Propco Group to agree to any other amendment or waiver under such agreement other than with respect to the Debt Limitation. 2. If the exercise of the Call Right would be an Impermissible Transaction due to any other reason other than a Debt Limitation (including a Gaming Approval Failure), then the Parties shall use commercially reasonable efforts to resolve such issue (including, in the case of a Gaming Approval Failure, in accordance with Section 2(g) below), and will continue to use such efforts until the expiration of the period that is one (1) year after the date of the delivery of the Property Package Request with respect to the Property, which such date may be extended by Propco but not beyond the expiration of the Propco Election Period (the “Gaming Resolution Deadline”); provided, that if after one (1) year after the date of delivery of the Property Package Request such issue has not been resolved and the Parties determine that there is no reasonable chance that such issue will be resolved beyond such period, such date of determination will be the Gaming Resolution Deadline. If the applicable issue giving rise to the Impermissible Transaction is not resolved by the Gaming Resolution Deadline, then the provisions of Section 2(j) below regarding an Alternative Transaction shall apply. If there is a dispute between the Parties regarding whether there is a reasonable chance of the applicable issue being resolved pursuant to the proviso in the second preceding sentence, such dispute shall be resolved in accordance with the procedures set forth in Section 3 hereof. If it is determined by the Arbitration Panel that the applicable issue has a reasonable chance of being resolved, the Gaming Resolution Deadline will not occur at such time and this subparagraph 2 will continue to apply. If it is determined by the Arbitration Panel that the applicable issue does not have a reasonable chance of being resolved, then the Gaming Resolution Deadline will occur at such time and the provisions of Section 2(j) below regarding an Alternative Transaction shall apply.