Common use of Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness Clause in Contracts

Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc. Holdings will not, and will not permit any of its Subsidiaries to, (i) make (or give any notice in respect of) any voluntary or optional payment or pre- payment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due, any Permitted Non-Recourse Indebtedness or any Indebtedness incurred pursuant to Section 8.04(x), provided that the Borrower or its respective Subsidiary may so prepay any Indebtedness incurred pursuant to such Section 8.04(x) so long as no Default or Event of Default then exists and such payment is otherwise permitted under the respective subordination provisions applicable thereto, (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, including, in each case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, any principal, premium, interest or other amounts on the Existing New York Marriott Financial Center Notes, provided that, so long as no Default or Event of Default then exists, the Borrower may make the annual interest payment on the Existing New York Marriott Financial Center Notes so long as HMC Capital, within one Business Day after receiving such interest payment, contributes (and HMC Capital hereby covenants and agrees to so contribute) the full amount of such interest payment to the Borrower as a common equity contribution, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non-Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (iv) amend or modify, or permit the amendment or modification of, any provision of the Existing New York Marriott Financial Center Mortgages or the Existing New York Marriott Financial Center Notes, (v) amend or modify, or permit the amendment or modification of, any provision of any Management Agreement or the New York Marriott Financial Center Contribution Agreement (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and the other Credit Documents and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (vi) amend, modify or change its certificate of incorporation (including, with- out limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, modifications or changes pursuant to this clause (vi) or any such new agreements which are not adverse in any material respect to the interests of the Banks, provided that in no event shall any amendments, modifications or changes to the terms of the capital stock of Holdings, or any Subsidiary of Holdings be permitted, other than any amendments which change the number of authorized shares of capital stock, or (vii) enter into any tax sharing agreement or arrangement that would require the Borrower or any of its Subsidiaries to make payments (whether to Host Marriott, Holdings, one or more other Subsidiaries of Host Marriott (other than a Subsidiary Guarantor), the relevant tax authorities or any other Person) in respect of Federal income taxes which, for the Borrower and such Subsidiaries, would exceed the amounts required to be paid by the Borrower and such Subsidiaries in accordance with the election made by Host Marriott under Section 1552 of the Code and Treasury Regulation Section 1.1502-33(d)(2)(ii) as provided in the Host Marriott Guaranty and computed by reference to the provisions of the foregoing Section as in effect on the Effective Date.

Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc. Holdings The REIT will not, and will not permit any of its Subsidiaries to, (i) make (or give any notice in respect of) any voluntary or optional payment or pre- payment prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due, any Permitted Non-Recourse Indebtedness or any Indebtedness incurred pursuant to Section 8.04(x), provided that the Borrower or its respective Subsidiary may so prepay any Indebtedness incurred pursuant to such Section 8.04(x) so long as no Default or Event of Default then exists and such payment is otherwise permitted under the respective subordination provisions applicable theretoIndebtedness, (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, including, in each case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, any principal, premium, interest or other amounts on the Existing New York Marriott Financial Center NotesIndebtedness, provided that, so long as no Default or Event of Default then exists, the Borrower may make the annual scheduled principal and interest payment payments on the Existing New York Marriott Financial Center Notes so long as HMC Capital, within one Business Day after receiving such interest payment, contributes (and HMC Capital hereby covenants and agrees to so contribute) the full amount of such interest payment to the Borrower as a common equity contributionIndebtedness, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non-Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (iv) amend or modify, or permit the amendment or modification of, any provision of the Existing New York Marriott Financial Center Mortgages Debt Agreements, or the Existing New York Marriott Financial Center Notes, (v) amend or modify, or permit the amendment or modification of, any provision of any Management Agreement or the New York Marriott Financial Center Contribution Agreement (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and the other Credit Documents and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (vi) amend, modify or change its declaration of trust, certificate of incorporation (including, with- out without limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, modifications or changes pursuant to this clause (viv) or any such new agreements which are not adverse in any material respect to the interests of the Banks, provided that in no event shall any amendments, modifications or changes to the terms of the capital stock of Holdingsthe REIT, or any Subsidiary of Holdings the REIT be permitted, other than any amendments which change the number of authorized shares of capital stock, or (vii) enter into any tax sharing agreement or arrangement that would require the Borrower or any of its Subsidiaries to make payments (whether to Host Marriott, Holdings, one or more other Subsidiaries of Host Marriott (other than a Subsidiary Guarantor), the relevant tax authorities or any other Person) in respect of Federal income taxes which, for the Borrower and such Subsidiaries, would exceed the amounts required to be paid by the Borrower and such Subsidiaries in accordance with the election made by Host Marriott under Section 1552 of the Code and Treasury Regulation Section 1.1502-33(d)(2)(ii) as provided in the Host Marriott Guaranty and computed by reference to the provisions of the foregoing Section as in effect on the Effective Date.

Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc. Holdings The REIT will not, and will not permit any of its Subsidiaries to, (i) make (or give any notice in respect of) any voluntary or optional payment or pre- payment prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due, any Permitted Non-Recourse Indebtedness or any Indebtedness incurred pursuant to Section 8.04(x), provided that the Borrower or its respective Subsidiary may so prepay any Indebtedness incurred pursuant to such Section 8.04(x) so long as no Default or Event of Default then exists and such payment is otherwise permitted under the respective subordination provisions applicable theretoIndebtedness, (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, including, in each case without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, any principal, premium, interest or other amounts on the Existing New York Marriott Financial Center NotesIndebtedness, provided that, so long as no Default or Event of Default then exists, the Borrower may make the annual scheduled principal and interest payment payments on the Existing New York Marriott Financial Center Notes so long as HMC Capital, within one Business Day after receiving such interest payment, contributes (and HMC Capital hereby covenants and agrees to so contribute) the full amount of such interest payment to the Borrower as a common equity contributionIndebtedness, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non-Non- Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (iv) amend or modify, or permit the amendment or modification of, any provision of the Existing New York Marriott Financial Center Mortgages Debt Agreements, or the Existing New York Marriott Financial Center Notes, (v) amend or modify, or permit the amendment or modification of, any provision of any Management Agreement or the New York Marriott Financial Center Contribution Agreement (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and the other Credit Documents and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (vi) amend, modify or change its declaration of trust, certificate of incorporation (including, with- out without limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, modifications or changes pursuant to this clause (viv) or any such new agreements which are not adverse in any material respect to the interests of the Banks, provided that in no event shall any amendments, modifications or changes to the terms of the capital stock of Holdingsthe REIT, or any Subsidiary of Holdings the REIT be permitted, other than any amendments which change the number of authorized shares of capital stock, or (vii) enter into any tax sharing agreement or arrangement that would require the Borrower or any of its Subsidiaries to make payments (whether to Host Marriott, Holdings, one or more other Subsidiaries of Host Marriott (other than a Subsidiary Guarantor), the relevant tax authorities or any other Person) in respect of Federal income taxes which, for the Borrower and such Subsidiaries, would exceed the amounts required to be paid by the Borrower and such Subsidiaries in accordance with the election made by Host Marriott under Section 1552 of the Code and Treasury Regulation Section 1.1502-33(d)(2)(ii) as provided in the Host Marriott Guaranty and computed by reference to the provisions of the foregoing Section as in effect on the Effective Date.

Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness. Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. Holdings JCC Holding will not, and will not permit any of its Subsidiaries to, without the prior written consent of the Required Banks, (i) make (or give any notice in respect of) any voluntary or optional payment or pre- payment prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, of (including in each case case, without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Permitted Non-Recourse Indebtedness New Bonds, any Convertible Junior Subordinated Debentures or the Junior Subordinated Credit Facility, (ii) amend or modify, or permit the amendment or modification of, any Indebtedness incurred pursuant provision of the Completion Guarantor Loan Documents, the Junior Subordinated Credit Facility Documents, the Convertible Junior Subordinated Debenture Documents, the Minimum Payment Guaranty Documents, the Plan of Reorganization or the Construction Lien Indemnity Obligation Agreement, except (x) such amendments, modifications or changes which could not be adverse in any respect to Section 8.04(x), provided that the interests of the Borrower or its respective Subsidiary may so prepay the Banks and (y) in the case of the Minimum Payment Guaranty Documents, any Indebtedness incurred pursuant to such Section 8.04(x) so long as no substitute or successor Minimum Payment Guaranty Documents executed and delivered by a substitute or successor Minimum Payment Guarantor without causing a Default or Event of Default then exists and such payment is otherwise permitted under the respective subordination provisions applicable thereto, pursuant to clause (ii) make (or give any notice in respect of) any payment or prepayment on or redemption or acquisition for value of, includingof Section 10.17, in each case so long as such substitute or successor Minimum Payment Guaranty Documents are not adverse in any respect to the interests of the Borrower or the Banks (including without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due, any principal, premium, interest or other amounts on the Existing New York Marriott Financial Center Notes, provided that, so long as no Default the nature and amount of obligations guaranteed thereunder is not adversely changed or Event of Default then existsincreased, the Borrower may make the annual interest payment on the Existing New York Marriott Financial Center Notes and so long as HMC Capital, within one Business Day after receiving such interest payment, contributes (and HMC Capital hereby covenants and agrees to so contributethe financial terms thereof are not made worse from the perspective of the Borrower) from the full amount of such interest payment to terms as applied in the Borrower as a common equity contributionoriginal Minimum Payment Guaranty Documents, (iii) amend or modify, or permit the amendment or modification of, any provision of any Permitted Non-Recourse Indebtedness or any agreement (including, without limitation, any purchase agreement, indenture or loan agreement) related thereto (the New Bond Documents other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and could not reasonably be expected to be adverse to the interests of the Banks in any material respect)Permitted Amendments, (iv) amend or modify, or permit the amendment or modification of, any provision of the Existing New York Marriott Financial Center Mortgages or the Existing New York Marriott Financial Center Notes, (v) amend or modify, or permit the amendment or modification of, any provision of any Management Agreement or the New York Marriott Financial Center Contribution Agreement (other than any amendment or modification thereto which would not violate or be inconsistent with any of the terms or provisions of this Agreement and the other Credit Documents and could not reasonably be expected to be adverse to the interests of the Banks in any material respect), (vi) amend, modify or change its certificate of incorporation (including, with- out without limitation, by the filing or modification of any certificate of designation), by-laws, certificate of partnership, partnership agreement or any equivalent organizational document, or any agreement entered into by it, with respect to its capital stock laws or other equity interestsapplicable organizational documents, or enter into any new agreement with respect to its capital stock or other equity interests, other than any amendments, except such modifications or changes pursuant to this clause (vi) or any such new agreements which are as could not be adverse in any material respect to the interests of the BanksBanks in any respect, provided (v) amend, modify or change any provision of the Casino Lease, any other Project Document or the Casino Operating Contract except to the extent that any such amendment, modification or change could not be adverse to the interests of the Banks in no event shall any respect, (vi) amend, modify or change any provision of the Management Agreement, any Subordination Agreement or any Security Document (except such amendments, modifications or changes to the terms Management Agreement which are solely for the benefit of the capital stock Borrower and could not be adverse in any respect to the interests of Holdings, the Borrower or any Subsidiary of Holdings be permitted, other than any amendments which change the number of authorized shares of capital stock, Banks) or (vii) terminate or agree to terminate any Construction Contract, unless such termination is (x) for cause and (y) the Borrower has entered into, before or contemporaneously with such termination, a replacement contract for the work to be performed under such Construction Contract and such replacement contract is for a guaranteed maximum or fixed price consistent with the Construction Budget and on commercially reasonable terms with a licensed reputable construction firm; and such replacement contract provides for (together with all other applicable Construction Contracts) the Termination of Construction Date to be achieved on or before the Completion Date. JCC Holding will not, and will not permit any of its Subsidiaries to, enter into any tax sharing agreement settlement or arrangement compromise of any lawsuit or dispute affecting the Project that (x) adversely affects the Casino Lease or the title of the City or the Borrower to any Real Property or is adverse (except in the case of payments subject to clause (y) below) to the interests of the Borrower or the Banks or (y) involves the payment by the Borrower of any amount (not paid or fully covered by a reputable and solvent insurance company which has agreed in writing to pay the same) in excess of $5,000,000 in the aggregate with respect thereto, without the prior written consent of the Required Banks. Notwithstanding anything to the contrary contained in clauses (i) and (ii) of this Section 9.11, the Borrower may prepay, repurchase, redeem, defease or otherwise retire New Bonds and/or Convertible Junior Subordinated Debentures if no Default or Event of Default then exists or would require result therefrom (excluding the provisions of clauses (i) and (ii) of this Section 9.11) to the extent necessary in the good faith judgment of management of the Borrower to prevent the filing of a disciplinary action by any Gaming Authority or to prevent the loss or secure the reinstatement of any license or franchise from any governmental agency (including any Gaming Authority) held by the Borrower or any of its Subsidiaries Affiliates which license or franchise is conditioned upon some or all of the holders of the New Bonds possessing prescribed qualifications, if such loss or failure to make payments reinstate would have a material adverse effect upon the business, operations, property, assets, liabilities, conditions (whether to Host Marriott, Holdings, one financial or more other Subsidiaries otherwise) or prospects of Host Marriott (other than a Subsidiary Guarantor), the relevant tax authorities or any other Person) in respect of Federal income taxes which, for the Borrower or JCC Holding and such Subsidiaries, would its Subsidiaries taken as a whole; provided that the aggregate amount spent in connection with purchases pursuant to this sentence shall in no event exceed the amounts required to be paid by the Borrower and such Subsidiaries in accordance with the election made by Host Marriott under Section 1552 of the Code and Treasury Regulation Section 1.1502-33(d)(2)(ii) as provided in the Host Marriott Guaranty and computed by reference to the provisions of the foregoing Section as in effect on the Effective Date$5,000,000.