Common use of Limitations on Manager’s Authority Clause in Contracts

Limitations on Manager’s Authority. Notwithstanding anything to the contrary set forth in this Agreement, other than as specifically contemplated in the Approved Annual Plan and Operating Budget (as amended, from time to time pursuant to Section 8.3(c)), including, without limitation, Manager’s right to incur costs and expenses as the result of a Permitted Variance, Promotional Variance and/or Emergency Expenditures, Manager shall not, without Owner’s prior written approval (which approval may be granted or withheld in Owner’s sole and absolute discretion): (a) except as otherwise permitted under Section 2.4(g), enter into, amend, extend, renew, cancel or terminate any contract or other agreement which provides for (i) payments or potential liability that are, in the aggregate, in excess of the Approval Amount (including any extensions thereof); and (ii) a term exceeding one (1) year, unless the same is terminable at will (without penalty) on no more than sixty (60) days’ notice or less; provided that, notwithstanding the foregoing, Manager may, without Owner’s approval, cause Station Casinos LLC to enter into (and may amend, extend, renew, cancel or terminate) contracts or agreements that relate to the Managed Properties, but which may also relate to one or more of the Manager LV Properties, which contracts or agreement may provide for (A) payments or potential liabilities that are in excess of the Approval Amount, and/or (B) a term exceeding one (1) year; provided, however, that the costs of such contracts or agreements allocated to any individual Managed Property shall not exceed the Approval Amount for any individual Managed Property; (b) enter into any agreement creating a voluntary lien or encumbrance of any kind affecting the real property upon which the Managed Properties are situated; (c) purchase items from Affiliates other than purchases in accordance with Section 4.2 below and/or enter into, amend, renew, cancel or terminate any contract or other agreement with an Affiliate; provided, however, that Manager shall have the right, without Owner’s prior approval, to purchase in cash personal property from, or sell for cash personal property to, any of the Combined Properties for the benefit of any of the other Combined Properties at the fair market value of such personal property as of the date of such purchase or sale; (d) dispose of assets, whether individually or in the aggregate, worth in excess of the Approval Amount in any Fiscal Year other than the disposition of Furniture, Fixtures and Equipment that are obsolete (i.e., reached the end of their respective useful life), and then only so long as (i) such items of Furniture, Fixtures and Equipment are concurrently being replaced in accordance with the Approved Annual Plan and Operating Budget; and (ii) such dispositions are made in the ordinary course of business; (e) except in connection with trade payables for goods and services and other payments or obligations incurred in accordance with the Approved Annual Plan and Operating Budget, borrow any money or execute any credit obligation in the name and on behalf of Owner or any Owner-Related Affiliates or any of their respective Affiliates and/or Subsidiaries; (f) take any action or make any decision which (i) requires approval of any lender, administrative agent or servicer pursuant to the Loan Documents; or (ii) otherwise violates any term or limitation of the Loan Documents (or, with respect to any refinancing of the terms and conditions of the Loan or any other future financing the terms and conditions thereof are provided to Manager, take any action or make any decision which requires approval of any lender, administrative agent or servicer pursuant thereto or otherwise violates any term or limitation thereof so long as the same does not materially increase the obligations of Manager and/or materially decrease the rights and remedies available to Manager under this Agreement); (g) enter into, materially amend, extend, renew, cancel or terminate any lease to a single tenant or license, concession or other similar arrangements with respect to other space and facilities, in a Managed Property (i) covering more than five thousand (5,000) square feet of rentable area with respect to a Managed Property and having a term of more than ten (10) days; or (ii) with a term of more than ten (10) years; (h) except as permitted or required under this Agreement, take any action or make any decision which binds Owner, any Property Owner, any Tavern Operator or any Owner-Related Affiliate to a third party; or (i) take any action or make any decision which constitutes a Material Item.

Limitations on Manager’s Authority. Notwithstanding anything to the contrary set forth in this Agreement, other than as specifically contemplated in the Approved Annual Plan and Operating Budget (as amended, from time to time pursuant to Section 8.3(c)), including, without limitation, Manager’s right to incur costs and expenses as the result of a Permitted Variance, Promotional Variance and/or Emergency Expenditures, Manager shall not, without Owner’s prior written approval (which approval may be granted or withheld in Owner’s sole and absolute discretion): (a) except as otherwise permitted under Section 2.4(g2.3(g), enter into, amend, extend, renew, cancel or terminate any contract or other agreement which provides for for (i) payments or potential liability that are, in the aggregate, in excess of the Approval Amount (including any extensions thereof); and (ii) a term exceeding one (1) year, unless the same is terminable at will (without penalty) on no more than sixty (60) days’ notice or less; provided that, notwithstanding the foregoing, Manager may, without Owner’s approval, cause Station Casinos LLC to enter into (and may amend, extend, renew, cancel or terminate) contracts or agreements that relate to the Managed Properties, but which may also relate to one or more of the Manager LV Properties, which contracts or agreement may provide for (A) payments or potential liabilities that are in excess of the Approval Amount, and/or (B) a term exceeding one (1) year; provided, however, that the costs of such contracts or agreements allocated to any individual Managed Property shall not exceed the Approval Amount for any individual Managed Property; (b) enter into any agreement creating a voluntary lien or encumbrance of any kind affecting the real property upon which the Managed Properties are situated; (c) purchase items from Affiliates other than purchases in accordance with Section 4.2 below and/or enter into, amend, renew, cancel or terminate any contract or other agreement with an Affiliate; provided, however, that Manager shall have the right, without Owner’s prior approval, to purchase in cash personal property from, or sell for cash personal property to, any of the Combined Properties for the benefit of any of the other Combined Properties at the fair market value of such personal property as of the date of such purchase or sale; (d) dispose of assets, whether individually or in the aggregate, worth in excess of the Approval Amount in any Fiscal Year other than the disposition of Furniture, Fixtures and Equipment that are obsolete (i.e., reached the end of their respective useful life), and then then, only so long as (i) such items of Furniture, Fixtures and Equipment are concurrently being replaced in accordance with the Approved Annual Plan and Operating Budget; and (ii) such dispositions are made in the ordinary course of business; (e) except in connection with trade payables for goods and services and other payments or obligations incurred in accordance with the Approved Annual Plan and Operating Budget, borrow any money or execute any credit obligation in the name and on behalf of Owner or any Owner-Related Affiliates or any of their respective Affiliates and/or Subsidiaries; (f) take any action or make any decision which (i) requires approval of any lender, administrative agent or servicer pursuant to the Propco Loan Documents; or (ii) otherwise violates any term or limitation of the Propco Loan Documents (or, with respect to any refinancing of the terms and conditions of the Propco Loan or any other future financing the terms and conditions thereof are provided to Manager, take any action or make any decision which requires approval of any lender, administrative agent or servicer pursuant thereto or otherwise violates any term or limitation thereof so long as the same does not materially increase the obligations of Manager and/or materially decrease the rights and remedies available to Manager under this Agreement); (g) enter into, materially amend, extend, renew, cancel or terminate any lease to a single tenant or license, concession or other similar arrangements with respect to other space and facilities, in a Managed Property (i) covering more than five thousand (5,000) square feet of rentable area with respect to a Managed Property and having a term of more than ten (10) days; or (ii) with a term of more than ten (10) years; (h) except as permitted or required under this Agreement, take any action or make any decision which binds Owner, any Property Owner, any Tavern Operator Owner or any Owner-Related Affiliate to a third party; or (i) take any action or make any decision which constitutes a Material Item.

Limitations on Manager’s Authority. Notwithstanding anything to the contrary set forth in this Agreement, other than as specifically contemplated in the Approved Annual Plan and Operating Budget (as amended, from time to time pursuant to Section 8.3(c)), including, without limitation, Manager’s right to incur costs and expenses as the result of a Permitted Variance, Promotional Variance and/or Emergency Expenditures, Manager shall not, without Owner’s prior written approval (which approval may be granted or withheld in Owner’s sole and absolute discretion): (a) except as otherwise permitted under Section 2.4(g2.3(g), enter into, amend, extend, renew, cancel or terminate any contract or other agreement which provides for (i) payments or potential liability that are, in the aggregate, in excess of the Approval Amount (including any extensions thereof); and (ii) a term exceeding one (1) year, unless the same is terminable at will (without penalty) on no more than sixty (60) days’ notice or less; provided that, notwithstanding the foregoing, Manager may, without Owner’s approval, cause Station Casinos LLC to enter into (and may amend, extend, renew, cancel or terminate) contracts or agreements that relate to the Managed Properties, but which may also relate to one or more of the Manager LV Properties, which contracts or agreement may provide for (A) payments or potential liabilities that are in excess of the Approval Amount, and/or (B) a term exceeding one (1) year; provided, however, that the costs of such contracts or agreements allocated to any individual Managed Property shall not exceed the Approval Amount for any individual Managed Property; (b) enter into any agreement creating a voluntary lien or encumbrance of any kind affecting the real property upon which the Managed Properties are situated; (c) purchase items from Affiliates other than purchases in accordance with Section 4.2 below and/or enter into, amend, renew, cancel or terminate any contract or other agreement with an Affiliate; provided, however, that Manager shall have the right, without Owner’s prior approval, to purchase in cash personal property from, or sell for cash personal property to, any of the Combined Properties for the benefit of any of the other Combined Properties at the fair market value of such personal property as of the date of such purchase or sale; (d) dispose of assets, whether individually or in the aggregate, worth in excess of the Approval Amount in any Fiscal Year other than the disposition of Furniture, Fixtures and Equipment that are obsolete (i.e., reached the end of their respective useful life), and then only so long as (i) such items of Furniture, Fixtures and Equipment are concurrently being replaced in accordance with the Approved Annual Plan and Operating Budget; and (ii) such dispositions are made in the ordinary course of business; (e) except in connection with trade payables for goods and services and other payments or obligations incurred in accordance with the Approved Annual Plan and Operating Budget, borrow any money or execute any credit obligation in the name and on behalf of Owner or any Owner-Related Affiliates or any of their respective Affiliates and/or Subsidiaries; (f) take any action or make any decision which (i) requires approval of any lender, administrative agent or servicer pursuant to the Opco Loan Documents; or (ii) otherwise violates any term or limitation of the Opco Loan Documents (or, with respect to any refinancing of the terms and conditions of the Opco Loan or any other future financing the terms and conditions thereof are provided to Manager, take any action or make any decision which requires approval of any lender, administrative agent or servicer pursuant thereto or otherwise violates any term or limitation thereof so long as the same does not materially increase the obligations of Manager and/or materially decrease the rights and remedies available to Manager under this Agreement); (g) enter into, materially amend, extend, renew, cancel or terminate any lease to a single tenant or license, concession or other similar arrangements with respect to other space and facilities, in a Managed Property (i) covering more than five thousand (5,000) square feet of rentable area with respect to a Managed Property and having a term of more than ten (10) days; or (ii) with a term of more than ten (10) years; (h) except as permitted or required under this Agreement, take any action or make any decision which binds Owner, any Property Owner, any Tavern Operator Owner or any Owner-Related Affiliate to a third party; or (i) take any action or make any decision which constitutes a Material Item.

Limitations on Manager’s Authority. Notwithstanding anything to the contrary set forth in this Agreement, other than as specifically contemplated in the Approved Annual Plan and Operating Budget (as amended, from time to time pursuant to Section 8.3(c)), including, without limitation, Manager’s right to right to incur costs and expenses as the result of a Permitted Variance, Promotional Variance and/or Emergency Expenditures, Manager shall not, without Owner’s prior written approval (which approval may be granted or withheld in Owner’s sole and absolute discretion): (a) except as otherwise permitted under Section 2.4(g2.3(g), enter into, amend, extend, renew, cancel or terminate any contract or other agreement which provides for (i) payments or potential liability that are, in the aggregate, in excess of the Approval Amount (including any extensions thereof); and (ii) a term exceeding one (1) year, unless the same is terminable at will (without penalty) on no more than sixty (60) days’ notice or less; provided that, notwithstanding the foregoing, Manager may, without Owner’s approval, cause Station Casinos Xxxxxxx Xxxxxxx LLC to enter into (and may amend, extend, renew, cancel or terminate) contracts or agreements that relate to the Managed PropertiesProperty, but which may also relate to one or more of the Manager LV Properties, which contracts or agreement agreements may provide for (A) payments or potential liabilities that are in excess of the Approval Amount, and/or (B) a term exceeding one (1) year; provided, however, that the costs of such contracts or agreements allocated to any individual Managed the Property shall not exceed the Approval Amount for any individual Managed the Property; (b) enter into any agreement creating a voluntary lien or encumbrance of any kind affecting the real property upon which the Managed Properties are Property is situated; (c) purchase items from Affiliates other than purchases in accordance with Section 4.2 below and/or enter into, amend, renew, cancel or terminate any contract or other agreement with an Affiliate; provided, however, that Manager shall have the right, without Owner’s prior approval, to purchase in cash personal property from, or sell for cash personal property to, any of the Combined Properties for the benefit of any of the other Combined Properties at the fair market value of such personal property as of the date of such purchase or sale; (d) dispose of assets, whether individually or in the aggregate, worth in excess of the Approval Amount in any Fiscal Year other than the disposition of Furniture, Fixtures and Equipment that are obsolete (i.e., reached the end of their respective useful life), and then then, only so long as (i) such items of Furniture, Fixtures and Equipment are concurrently being replaced in accordance with the Approved Annual Plan and Operating Budget; and (ii) such dispositions are made in the ordinary course of business; (e) except in connection with trade payables for goods and services and other payments or obligations incurred in accordance with the Approved Annual Plan and Operating Budget, borrow any money or execute any credit obligation in the name and on behalf of Owner or any Owner-Related Affiliates or any of their respective Affiliates and/or Subsidiaries; (f) take any action or make any decision which (i) requires approval of any lender, administrative agent or servicer pursuant to the GVR Loan Documents; or (ii) otherwise violates any term or limitation of the GVR Loan Documents (or, with respect to any refinancing of the terms and conditions of the Loan or any other future financing the terms and conditions thereof are provided to Manager, take any action or make any decision which requires approval of any lender, administrative agent or servicer pursuant thereto or otherwise violates any term or limitation thereof so long as the same does not materially increase the obligations of Manager and/or materially decrease the rights and remedies available to Manager under this Agreement); (g) enter into, materially amend, extend, renew, cancel or terminate any lease to a single tenant or license, concession or other similar arrangements with respect to other space and facilities, in a Managed Property (i) covering more than five thousand (5,000) square feet of rentable area with respect to a Managed the Property and having a term of more than ten (10) days; or (ii) with a term of more than ten (10) years; (h) except as permitted or required under this Agreement, take any action or make any decision which binds Owner, any Property Owner, any Tavern Operator Owner or any Owner-Related Affiliate to a third party; or (i) take any action or make any decision which constitutes a Material Item.