Common use of Limitation on Optional Payments and Modifications of Governing Documents Clause in Contracts

Limitation on Optional Payments and Modifications of Governing Documents. (a) Make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Unsecured Debt or any Indebtedness that is either subordinate or junior in right of payment to the Obligations (including any Subordinated Debt), or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, (b) make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes unless at such time no Default or Event of Default shall have occurred and be continuing and, except for Permitted Notes Repurchases, the aggregate Available Revolving Credit Commitments immediately prior to and after such actions shall be no less than $100,000,000 (and for the avoidance of doubt, any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes repurchased or redeemed by the Borrower or any other Loan Party shall be cancelled and retired immediately upon the consummation of the repurchase or redemption of such 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes, as the case may be), (c) amend or modify, or permit the amendment or modification of its Governing Documents in any manner materially adverse to the Lenders or (d) permit the Completion Guarantor to amend, modify or otherwise change the provisions of its operating agreement relating to “conduct and separateness”.

Limitation on Optional Payments and Modifications of Governing Documents. (a) Make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Unsecured Debt or any Indebtedness that is either subordinate or junior in right of payment to the Obligations (including any Subordinated Debt)Indebtedness, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, (b) make other than the prepayment of Indebtedness incurred hereunder or make the prepayment of the Other Indebtedness with the proceeds of the Permitted Refinancing Indebtedness; provided,that the Borrower may voluntarily prepay the Term Loans or the Revolving Credit Loans, with a binding offer to make any optional or voluntary paymentcorresponding permanent reduction of the Revolving Credit Commitment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes unless at such time so long as no Default or Event of Default shall have occurred and be continuing and, except and the Loans under this Loan Agreement are prepaid on a pro rata basis (provided that for Permitted Notes Repurchases, clarification (i) the aggregate Available prepayment of the Term Loans or Revolving Credit Commitments immediately prior Loans pursuant to Sections 2.12 and after such actions 2.24 of the Wynn Credit Agreement shall not be no less than $100,000,000 (and deemed "voluntary" for purposes of this proviso); provided, further, that the avoidance foregoing limitations shall not restrict the ability of doubt, any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes repurchased or redeemed by the Borrower or to (a) make payments under any other Loan Party shall be cancelled and retired immediately upon Revolving Credit Loans to the consummation of extent such payments are not accompanied by a permanent reduction in the repurchase or redemption of such 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes, as the case may be)Revolving Credit Commitment, (cb) amend or modify, or permit the amendment or modification of its Governing Documents in any manner materially adverse to the Lenders unless otherwise required in order to satisfy a condition or requirement set forth in the Disbursement Agreement or (dc) permit the Completion Guarantor to amend, modify or otherwise change the provisions of Article VII (or the provisions corresponding to Article VII of the limited liability company agreement of Valvino) of its operating limited liability company agreement relating to “conduct and separateness”or any comparable provisions contained in its other charter documents (or, in each case, to the extent the relevant Loan Party is not a limited liability company, any comparable provisions contained in its Governing Documents), or fail to include provisions corresponding to those contained in Article VII of the limited liability company agreement of Valvino, as in effect on the Closing Date, in its limited liability company agreement or other applicable Governing Documents.

Limitation on Optional Payments and Modifications of Governing Documents. (a) Make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Unsecured Debt or any Indebtedness that is either subordinate or junior in right of payment to the Obligations (including any Subordinated Debt)Indebtedness, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, other than the prepayment of Indebtedness incurred hereunder or the prepayment of the Other Indebtedness with the proceeds of the Permitted Refinancing Indebtedness; provided, that the Borrower may voluntarily prepay the Term Loans or the Revolving Credit Loans, with a corresponding permanent reduction of the Revolving Credit Commitment, so long as the Loans under this Loan Agreement are prepaid on a pro rata basis; provided, further, that the foregoing limitations shall not restrict the ability of the Borrower to (a) make payments under any Revolving Credit Loans to the extent such payments are not accompanied by a permanent reduction in the Revolving Credit Commitment, (b) make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes unless at such time no Default or Event of Default shall have occurred and be continuing and, except for Permitted Notes Repurchases, the aggregate Available Revolving Credit Commitments immediately prior to and after such actions shall be no less than $100,000,000 (and for the avoidance of doubt, any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes repurchased or redeemed by the Borrower or any other Loan Party shall be cancelled and retired immediately upon the consummation of the repurchase or redemption of such 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes, as the case may be), (c) amend or modify, or permit the amendment or modification of its Governing Documents in any manner materially determined by the Collateral Agent not to be adverse to the Lenders or (dc) permit the Completion Guarantor to amend, modify or otherwise change the provisions of Article IV of its operating limited liability company agreement relating to “conduct and separateness”conduct) or any comparable provisions contained in its other charter documents (or, in each case, to the extent the relevant Loan Party is not a limited liability company, any comparable provisions contained in its Governing Documents), or fail to include provisions corresponding to those contained in Article IV of the limited liability company agreement of Valvino, as in effect on the Closing Date, in its limited liability company agreement or other applicable Governing Documents.

Limitation on Optional Payments and Modifications of Governing Documents. (a) Make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Unsecured Debt or any Indebtedness that is either subordinate or junior in right of payment to the Obligations (including any Subordinated Debt)Indebtedness, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, (b) make other than the prepayment of Indebtedness incurred hereunder or make a binding offer to make any optional or voluntary paymentthe prepayment of the Other Indebtedness with the proceeds of Permitted Refinancing Indebtedness; provided, prepayment, repurchase or redemption of, or otherwise that the Borrower may voluntarily or optionally defease any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes unless at such time prepay the FF&E Facility so long as no Default or Event of Default shall have occurred and be continuing and, except for Permitted Notes Repurchases, and the aggregate Available Term Loans and/or the Revolving Loans (in the case of the prepayment of Revolving Credit Commitments immediately prior to and after such actions shall be no less than $100,000,000 (and for the avoidance of doubtLoans, any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes repurchased or redeemed by the Borrower or any other Loan Party shall be cancelled and retired immediately upon the consummation with a corresponding permanent reduction of the repurchase or redemption Revolving Credit Commitment) are prepaid on a pro rata basis (provided, that, for clarification, (i) the prepayment of such 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes, the FF&E Facility with respect to any "Casualty Amounts" (as defined in the case may beFF&E Facility Agreement) pursuant to Section 8.1 of the FF&E Facility Agreement and (ii) the prepayment of the FF&E Facility with the proceeds of any asset sale pursuant to Sections 7.5(e) and 7.5(p) of the FF&E Facility Agreement shall not be "voluntary" prepayments for purposes of this proviso), (cb) amend or modify, or permit the amendment or modification of its Governing Documents in any manner materially adverse to the Lenders unless otherwise required in order to satisfy a condition or requirement set forth in the Disbursement Agreement or (dc) permit the Completion Guarantor to amend, modify or otherwise change the provisions of Article VII (or the provisions corresponding to Article VII of the limited liability agreement of Valvino) of its operating limited liability company agreement relating to “conduct and separateness”or any comparable provisions contained in its other charter documents (or, in each case, to the extent the relevant Loan Party is not a limited liability company, any comparable provisions contained in its Governing Documents), or fail to include provisions corresponding to those contained in Article VII of the limited liability company agreement of Valvino, as in effect on the Closing Date, in its limited liability company agreement or other applicable Governing Documents.

Limitation on Optional Payments and Modifications of Governing Documents. (a) Make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Unsecured Debt or any Indebtedness that is either subordinate or junior in right of payment to the Obligations (including any Subordinated Debt)Indebtedness, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, other than the prepayment of Indebtedness incurred hereunder or the prepayment of the Other Indebtedness with the proceeds of Permitted Refinancing Indebtedness; provided, that the Borrower may voluntarily prepay the FF&E Facility so long as the Term Loans and/or the Revolving Loans (in the case of the prepayment of Revolving Credit Loans, with a corresponding permanent reduction of the Revolving Credit Commitment) are prepaid on a pro rata basis, (b) make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes unless at such time no Default or Event of Default shall have occurred and be continuing and, except for Permitted Notes Repurchases, the aggregate Available Revolving Credit Commitments immediately prior to and after such actions shall be no less than $100,000,000 (and for the avoidance of doubt, any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes repurchased or redeemed by the Borrower or any other Loan Party shall be cancelled and retired immediately upon the consummation of the repurchase or redemption of such 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes, as the case may be), (c) amend or modify, or permit the amendment or modification of its Governing Documents in any manner materially adverse to the Lenders or (dc) permit the Completion Guarantor to amend, modify or otherwise change the provisions of Article IV of its operating limited liability company agreement relating to “conduct and separateness”or any comparable provisions contained in its other charter documents (or, in each case, to the extent the relevant Loan Party is not a limited liability company, any comparable provisions contained in its Governing Documents), or fail to include provisions corresponding to those contained in Article IV of the limited liability company agreement of Valvino, as in effect on the Closing Date, in its limited liability company agreement or other applicable Governing Documents.

Limitation on Optional Payments and Modifications of Governing Documents. (a) Make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Unsecured Debt or any Indebtedness that is either subordinate or junior in right of payment to the Obligations (including any Subordinated Debt), or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, (b) make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease any the 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes unless at such time no Default or Event of Default shall have occurred and be continuing and, except for Permitted Notes Repurchases, the aggregate Available Revolving Credit Commitments immediately prior to and after such actions shall be no less than $100,000,000 (and for the avoidance of doubt, any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes repurchased or redeemed by the Borrower or any other Loan Party shall be cancelled and retired immediately upon the consummation of the repurchase or redemption of such 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes, as the case may be), (c) amend or modify, or permit the amendment or modification of its Governing Documents in any manner materially adverse to the Lenders or (d) permit the Completion Guarantor to amend, modify or otherwise change the provisions of its operating agreement relating to “conduct and separateness”.

Limitation on Optional Payments and Modifications of Governing Documents. (a) Make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Senior Unsecured Debt or any Indebtedness that is either subordinate or junior in right of payment to the Obligations (including any Subordinated Debt), or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any change in market value of such Indebtedness, (b) make or make a binding offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease any the 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes unless at such time no Default or Event of Default shall have occurred and be continuing and, except for Permitted Notes Repurchases, the aggregate Available Revolving Credit Commitments immediately prior to and after such actions shall be no less than $100,000,000 (and for the avoidance of doubt, any 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes repurchased or redeemed by the Borrower or any other Loan Party shall be cancelled and retired immediately upon the consummation of the repurchase or redemption of such 2014 Notes, Additional First Lien Mortgage Notes, 2020 Notes, Additional 2020 Notes or Senior Secured Notes, as the case may be), (c) amend or modify, or permit the amendment or modification of its Governing Documents in any manner materially adverse to the Lenders or (d) permit the Completion Guarantor to amend, modify or otherwise change the provisions of its operating agreement relating to “conduct and separateness”.