Common use of Joint and Several Liability; Waivers Clause in Contracts

Joint and Several Liability; Waivers. Section 11.1. Joint and Several Liability; Primary Obligors 161 Section 11.2. Waivers 161 Section 11.3. Other Actions Taken or Omitted 164 SCHEDULES Schedule I – List, Addresses and Tax Identification Numbers of Borrowers Schedule II – Properties – Allocated Loan Amounts Schedule III – Tax Identification Numbers of Operating Companies Schedule IV – Ground Leases Schedule V – Off-Shore Accounts Schedule VI – Operating Leases Schedule VIA – Operating Lease Guaranty Schedule VII – Permitted Fund Managers Schedule VIII – Organizational Chart Schedule IX – Gaming Licenses Schedule X – Rent Roll/Space leases Schedule XI – Intellectual Property Schedule XII – Recognition Agreement Schedule XIII – First Mezzanine Borrower Schedule XIV – Second Mezzanine Borrower Schedule XV – Third Mezzanine Borrower Schedule XVI – Fourth Mezzanine Borrower Schedule XVII – Fifth Mezzanine Borrower Schedule XVIII – Sixth Mezzanine Borrower Schedule XIX – Seventh Mezzanine Borrower Schedule XX – Eighth Mezzanine Borrower Schedule XXI – Ninth Mezzanine Borrower Schedule XXII – Convention Center Parcel Schedule XXIII – Exception Report Schedule XXIV – Litigation Schedule XXV – Description of X’Xxxx’x Schedule XXVI – Changes to Ground Lease Exhibit A – Form of Opinion of Interest Rate Cap Provider Exhibit B – Form of Completion Guaranty LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Lender”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

Joint and Several Liability; Waivers. Section 11.1. 11.1 Joint and Several Liability; Primary Obligors 161 157 Section 11.2. 11.2 Waivers 161 158 Section 11.3. 11.3 Other Actions Taken or Omitted 164 160 Section 11.4 No Release or Novation 161 Section 11.5 Confirmation of Guarantor 161 Section 11.6 Confirmation of Original Borrower 161 SCHEDULES Schedule I – List, Addresses and Tax Identification Numbers of Borrowers Schedule II – Properties – Allocated Loan Amounts Schedule III – Tax Identification Numbers of Operating Companies Schedule IV – Ground Leases Collection Account Agreements Schedule V – Off-Shore Accounts Schedule VI – Operating Leases Schedule VIA – Operating Lease Guaranty Schedule VII – Permitted Fund Managers Schedule VIII – Organizational Chart Schedule IX – Gaming Licenses Schedule X – Rent Roll/Space leases Leases Schedule XI – Intellectual Property Schedule XII – Recognition Agreement Schedule XIII – First Mezzanine Borrower Schedule XIV – Second Mezzanine Borrower Schedule XV – Third Mezzanine Borrower Schedule XVI – Fourth Mezzanine Borrower Schedule XVII – Fifth Mezzanine Borrower Schedule XVIII – Sixth Mezzanine Borrower Schedule XIX – Seventh Mezzanine Borrower Schedule XX – Eighth Mezzanine Borrower Schedule XXI – Ninth Mezzanine Borrower Schedule XXII – Convention Center Parcel Schedule XXIII – Exception Report Schedule XXIV – Litigation Schedule XXV – Description of X’Xxxx’x Schedule XXVI – Changes to Ground Lease Exhibit A – Form of Opinion of Interest Rate Cap Provider Exhibit B – Form of Completion Guaranty AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of January 28May 22, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Lender”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWERXXXXXX’X LAS VEGAS PROPCO, each LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Xxxxxx’x XX Individual Borrower”), XXXXXX’X ATLANTIC CITY PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Xxxxxx’x XX Individual Borrower”), RIO PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and XXXXXX’X XXXXXXXX PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Xxxxxx’x XX Individual Borrower, Xxxxxx’x XX Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, collectively, the “Borrower”), each having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”)hereto.

Joint and Several Liability; Waivers. Section 11.1. Joint and Several Liability; Primary Obligors 161 152 Section 11.2. Waivers 161 152 Section 11.3. Other Actions Taken or Omitted 164 155 SCHEDULES Schedule I – List, Addresses and Tax Identification Numbers of Borrowers Schedule II – Properties – Allocated Loan Amounts Schedule III – Tax Identification Numbers of Operating Companies Intentionally Omitted Schedule IV – Ground Leases Schedule V – Off-Shore Accounts Schedule VI – Operating Leases Schedule VIA – Operating Lease Guaranty Schedule VII – Permitted Fund Managers Schedule VIII – Organizational Chart Schedule IX – Gaming Licenses Schedule X – Rent Roll/Space leases Schedule XI – Intellectual Property Intentionally Omitted Schedule XII – Recognition Agreement Intentionally Omitted Schedule XIII – First Mezzanine Mortgage Borrower Schedule XIV – Second Mezzanine Borrower Schedule XV – Third Mezzanine Borrower Schedule XVI – Fourth Mezzanine Borrower Schedule XVII – Fifth Mezzanine Borrower Schedule XVIII – Sixth Mezzanine Borrower Schedule XIX – Seventh Mezzanine Borrower Schedule XX – Eighth Mezzanine Borrower Schedule XXI – Ninth Mezzanine Borrower Schedule XXII – Convention Center Parcel Schedule XXIII – Exception Report Schedule XXIV – Litigation Schedule XXV – Description of X’Xxxx’x Schedule XXVI – Changes to Ground Lease Exhibit A – Form of Opinion of Interest Rate Cap Provider Exhibit B – Form of Completion Guaranty FIRST MEZZANINE LOAN AGREEMENT THIS FIRST MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Lender”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).

Joint and Several Liability; Waivers. Section 11.1. 11.1 Joint and Several Liability; Primary Obligors 161 150 Section 11.2. 11.2 Waivers 161 150 Section 11.3. 11.3 Other Actions Taken or Omitted 164 153 Section 11.4 No Release or Novation 153 Section 11.5 Confirmation of Guarantor 153 Section 11.6 Confirmation of Original Borrower 154 SCHEDULES Schedule I – List, Addresses and Tax Identification Numbers of Borrowers Schedule II – Properties – Allocated Loan Amounts Schedule III – Tax Identification Numbers of Operating Companies Intentionally Omitted Schedule IV – Ground Leases Intentionally Omitted Schedule V – Off-Shore Accounts Schedule VI – Operating Leases Schedule VIA – Operating Lease Guaranty Schedule VII – Permitted Fund Managers Schedule VIII – Organizational Chart Schedule IX – Gaming Licenses Schedule X – Rent Roll/Space leases Leases Schedule XI – Intellectual Property Intentionally Omitted Schedule XII – Recognition Agreement Intentionally Omitted Schedule XIII – First Mezzanine Mortgage Borrower Schedule XIV – Second Mezzanine Borrower Schedule XV – Third Mezzanine Borrower Schedule XVI – Fourth Mezzanine Borrower Schedule XVII – Fifth Mezzanine Borrower Schedule XVIII – Sixth Mezzanine Borrower Schedule XIX – Seventh Mezzanine Borrower Schedule XX – Eighth Mezzanine Borrower Schedule XXI – Ninth Mezzanine Borrower Schedule XXII – Convention Center Parcel Schedule XXIII – Exception Report Schedule XXIV – Litigation Schedule XXV – Description of X’Xxxx’x Schedule XXVI – Changes to Ground Lease Exhibit A – Form of Opinion of Interest Rate Cap Provider Exhibit B – Form of Completion Guaranty AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT THIS AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT, dated as of January 28May 22, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Lender”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWERXXXXXX’X LAS VEGAS MEZZ 1, each LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Xxxxxx’x XX Individual Borrower”), XXXXXX’X ATLANTIC CITY MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Xxxxxx’x XX Individual Borrower”), RIO MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and XXXXXX’X XXXXXXXX MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Xxxxxx’x XX Individual Borrower, Xxxxxx’x XX Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”)hereto.

Joint and Several Liability; Waivers. Section 11.1. Joint and Several Liability; Primary Obligors 161 Obligors. 152 Section 11.2. Waivers 161 Waivers. 152 Section 11.3. Other Actions Taken or Omitted 164 Omitted. 155 SCHEDULES Schedule I – List, Addresses and Tax Identification Numbers of Borrowers Schedule II – Properties – Allocated Loan Amounts Schedule III – Tax Identification Numbers of Operating Companies Intentionally Omitted Schedule IV – Ground Leases Schedule V – Off-Shore Accounts Schedule VI – Operating Leases Schedule VIA – Operating Lease Guaranty Schedule VII – Permitted Fund Managers Schedule VIII – Organizational Chart Schedule IX – Gaming Licenses Schedule X – Rent Roll/Space leases Schedule XI – Intellectual Property Intentionally Omitted Schedule XII – Recognition Agreement Intentionally Omitted Schedule XIII – Mortgage Borrower Schedule XIV – First Mezzanine Borrower Schedule XIV XV – Second Mezzanine Borrower Schedule XV XVI – Third Mezzanine Borrower Schedule XVI XVII – Fourth Mezzanine Borrower Schedule XVII – Fifth Mezzanine Borrower Schedule XVIII – Sixth Mezzanine Borrower Schedule XIX – Seventh Mezzanine Borrower Schedule XX – Eighth Mezzanine Borrower Schedule XXI – Ninth Mezzanine Borrower Schedule XXII – Convention Center Parcel Schedule XXIII – Exception Report Schedule XXIV – Litigation Schedule XXV – Description of X’Xxxx’x Schedule XXVI – Changes to Ground Lease Exhibit A – Form of Opinion of Interest Rate Cap Provider Exhibit B – Form of Completion Guaranty FIFTH MEZZANINE LOAN AGREEMENT THIS FIFTH MEZZANINE LOAN AGREEMENT, dated as of January 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Lender”) ), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER, each a Delaware limited liability company having its principal place of business at the addresses set forth on Schedule I attached hereto (collectively, “Borrower”).