Common use of Negative Covenants of the Tribe Clause in Contracts

Negative Covenants of the Tribe. The Tribe shall not, and shall not permit any of its representatives, political subunits or councils, agencies or instrumentalities, directly or indirectly, except as required by federal or state law, to do any of the following: (a) increase or impose any tax, fee, charge, assessment or other payment obligation on the Authority or on any patrons of, or any activity at, the Resort other than: (i) payments that are due under any agreement in effect at Closing or payments which are not materially adverse to the economic interests of the holders of any Notes; (ii) payments that the Authority has agreed to reimburse the holder of each Note for the economic effect thereof, if any; (iii) payments that correspondingly reduce the Restricted Payments otherwise payable to the Tribe; (iv) pursuant to the Tribal Tax Code; or (v) Government Service Payments; (b) subject to the provisions described under Section 24.8, rescind the Lease or amend the terms of the Lease in any manner that would be materially adverse to the economic interests of the holders of any Notes or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of any holder of a Note; (c) amend the Tribal Gaming Ordinance (or accompanying gaming regulations in effect as of the Closing), the Compact, the Constitution or the Town Agreement (in each case unless any such amendment is a legitimate effort to ensure that the Authority and the Resort conduct gaming operations in a manner that is consistent with applicable laws, rules and regulations or that protects the environment, the public health and safety, or the integrity of the Authority or the Resort) to restrict or eliminate the exclusive right of the Authority to conduct gaming operations on the existing reservation of the Tribe located adjacent to Uncasville, Connecticut in a manner that would be materially adverse to the economic interests of the holders of any Notes or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of a Purchaser or any holder of any Note; (d) permit or incur any consensual liability of the Tribe (or of any other instrumentality, enterprise or subunit of the Tribe) that is a legal obligation of the Authority or any of its Restricted Subsidiaries or for which assets of the Authority or any of its Restricted Subsidiaries may be bound, other than a liability that the Authority or its Restricted Subsidiaries are permitted or not prohibited from incurring on their own behalf under this Agreement; (e) exercise any power of eminent domain or condemnation over the assets of the Authority or any of its Restricted Subsidiaries (other than any such exercise that would not materially adversely affect the economic rights and benefits of the Purchasers or the holders of any Notes); (f) take any other action (including, without limitation, applying the Tribal Gaming Ordinance or gaming regulations in a discriminatory manner against the holders of any Notes), enter into any agreement, amend its constitution, the Tribal Gaming Ordinance (or accompanying gaming regulations), the UCC Ordinance, the Compact or the Town Agreement, or enact any ordinance, law, rule or regulation that would have a material adverse effect on the economic interests of the holders of any Notes, or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Purchasers or any holder of any Note; (g) other than through the Authority, a Subsidiary of the Authority or a joint venture of the Authority (with any one or more entities that are not Affiliates of the Tribe unless they are Subsidiaries of the Authority), develop, own, operate or manage Northeast Gaming Operations; provided, that the Tribe may continue to own its existing interests in Mohegan Gaming and its Subsidiaries which may in turn own, operate and manage casino gaming operations, provided that (A) any future investments in Mohegan Gaming or its Subsidiaries or joint ventures by the Tribe or any agency, instrumentality, political subunit or Subsidiary (other than the Authority and its Subsidiaries) of the Tribe will be made by or through the Authority or a Subsidiary of the Authority and (B) so long as the Tribe holds any equity interest in Mohegan Gaming other than through the Authority, Mohegan Gaming shall not own, operate or manage Northeast Gaming Operations other than projects publicly disclosed as of Closing; (h) abrogate or take any action to abrogate the Tribe’s waiver of sovereign immunity and consent to jurisdiction or any waiver of sovereign immunity or consents to jurisdiction provided by the Authority or any Guarantor related to this Agreement; (i) knowingly accept or retain a Restricted Payment (which, for the avoidance of doubt does not include any Government Service Payments) from the Authority in violation of this Agreement; (j) dissolve, liquidate, reorganize or restructure the Authority or any Restricted Subsidiary, other than as permitted under this Agreement, terminate gaming operations conducted by the Authority, or authorize gaming operations (other than class I gaming under IGRA) on its reservation other than through the Authority; (k) fail to segregate Tribal assets from assets of the Authority or any Restricted Subsidiary; (l) convey into trust with the federal government of the United States any Authority assets other than real property; (m) directly or indirectly challenge the validity or legality of any provision of this Agreement in any court or other forum on the basis that this Agreement violates or fails to comply with IGRA or such other statutes, laws, ordinances or government rules and regulations applicable to federally-recognized Indian tribes; (n) fail to maintain its existence as a federally recognized Indian tribe; (o) take any action to enact any Bankruptcy Law or other Law pertaining to reorganization that would impair, limit, restrict, delay or otherwise adversely affect any of the rights and remedies of the Purchasers or the holders of any Notes provided for in this Agreement or the Notes; (p) take any action that impairs necessary access to the lands of the Tribe for purposes of operating the Resort and conducting the business of the Resort; (q) adopt, enact, amend or modify any law impairing (as such term is used in Article I, Section 10 of the United States Constitution) any contractual obligation of the Tribe, the Authority or the Guarantors under this Agreement or the Notes other than laws required under applicable state or federal law or reasonably adopted in good faith to ensure that the Principal Business and any Related Business are conducted in a manner consistent with applicable laws to protect the environment or the public health and safety relating to the conduct of the Principal Business or such Related Business; (r) initiate or join in the prosecution of any proceeding to have the interests of the Purchasers or any the holder of any Note under this Agreement declared invalid or unenforceable on the basis that this Agreement (a) provides any Person with a proprietary interest in any gaming activity in contravention of the requirements under IGRA, including 25 U.S.C. Section 2710(b)(2)(A), or under the Tribe’s Constitution and any tribal law, ordinance or resolution including, without limitation, the Tribal Gaming Ordinance, or (b) constitutes, individually or as a whole, a “management contract” or a “management agreement” under IGRA, including 25 U.S.C. Section 2711, and its implementing regulations, or as otherwise provided under the Tribe’s Constitution and any tribal law ordinance or resolution, including, without limitation, the Tribal Gaming Ordinance; or (s) except as required by federal or state law, directly or indirectly impose, tax or otherwise make a charge on the Purchasers or the holders of any Notes in their capacities as such, the Notes, this Agreement or any payments or deposits to be made thereunder; provided, that except as set forth in the previous clauses (c) and (g) nothing in the foregoing shall restrict the ability of the Tribe, directly or indirectly, to engage in any business, including a gaming enterprise, outside of the Authority.

Negative Covenants of the Tribe. The Tribe shall not, and shall not permit any of its representatives, political subunits or councils, agencies or instrumentalities, directly or indirectly, except as required by federal or state law, to do any of the following: (a) increase or impose any tax, fee, charge, assessment or other payment obligation on the Authority or on any patrons of, or any activity at, the Resort other than: (i) payments that are due under any agreement in effect at Closing on the Issue Date or payments which are not materially adverse to the economic interests of the holders of any NotesHolders; (ii) payments that the Authority has agreed to reimburse the holder of each Note Holder for the economic effect thereof, if any; (iii) payments that correspondingly reduce the Restricted Payments otherwise payable to the Tribe; (iv) pursuant to the Tribal Tax Code; or (v) Government Service Payments; (b) subject to the provisions described under Section 24.813.01, rescind the Lease or amend the terms of the Lease in any manner that would be materially adverse to the economic interests of the holders of any Notes Holders or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Trustee or any holder of a NoteHolder; (c) amend the Tribal Gaming Ordinance (or accompanying gaming regulations in effect as of on the ClosingIssue Date), the Compact, the Constitution Tribal constitution or the Town Agreement (in each case unless any such amendment is a legitimate effort to ensure that the Authority and the Resort conduct gaming operations in a manner that is consistent with applicable laws, rules and regulations or that protects the environment, the public health and safety, or the integrity of the Authority or the Resort) to restrict or eliminate the exclusive right of the Authority to conduct gaming operations on the existing reservation of the Tribe located adjacent to Uncasville, Connecticut in a manner that would be materially adverse to the economic interests of the holders of any Notes Holders or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of a Purchaser the Trustee or any holder of any NoteHolder; (d) permit or incur any consensual liability of the Tribe (or of any other instrumentality, enterprise or subunit of the Tribe) that is a legal obligation of the Authority or any of its Restricted Subsidiaries or for which assets of the Authority or any of its Restricted Subsidiaries may be bound, other than a liability that the Authority or its Restricted Subsidiaries are permitted or not prohibited from incurring on their own behalf under this AgreementIndenture; (e) exercise any power of eminent domain or condemnation over the assets of the Authority or any of its Restricted Subsidiaries (other than any such exercise that would not materially adversely affect the economic rights and benefits of the Purchasers Trustee or the holders of any NotesHolders); (f) take any other action (including, without limitation, applying the Tribal Gaming Ordinance or gaming regulations in a discriminatory manner against the holders of any NotesHolders), enter into any agreement, amend its constitution, the Tribal Gaming Ordinance (or accompanying gaming regulations), the UCC Ordinance, the Compact or the Town Agreement, or enact any ordinance, law, rule or regulation that would have a material adverse effect on the economic interests of the holders of any NotesHolders, or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Purchasers Trustee or any holder of any NoteHolder; (g) other than through the Authority, a Subsidiary of the Authority or a joint venture of the Authority (with any one or more entities that are not Affiliates of the Tribe unless they are Subsidiaries of the Authority), develop, own, operate or manage Northeast Gaming Operations; provided, that the Tribe may continue to own its existing interests in Mohegan Gaming and its Subsidiaries which may in turn own, operate and manage casino gaming operations, provided that (A) any future investments in Mohegan Gaming or its Subsidiaries or joint ventures by the Tribe or any agency, instrumentality, political subunit or Subsidiary (other than the Authority and its Subsidiaries) of the Tribe will be made by or through the Authority or a Subsidiary of the Authority and (B) so long as the Tribe holds any equity interest in Mohegan Gaming other than through the Authority, Mohegan Gaming shall not own, operate or manage Northeast Gaming Operations other than projects publicly disclosed as of Closingthe Issue Date (including projects in Xxxxxxxx, New York and Palmer, Massachusetts); (h) abrogate or take any action to abrogate the Tribe’s waiver of sovereign immunity and consent to jurisdiction or any waiver of sovereign immunity or consents to jurisdiction provided by the Authority or any Guarantor related to this Agreementthe Indenture; (i) knowingly accept or retain a Restricted Payment (which, for the avoidance of doubt does not include any other than Government Service Payments) from the Authority in violation of this Agreementthe Indenture; (j) dissolve, liquidate, reorganize or restructure the Authority or any Restricted Subsidiary, other than as permitted under this AgreementIndenture, terminate gaming operations conducted by the Authority, or authorize gaming operations (other than class I gaming under IGRA) on its reservation other than through the Authority; (k) fail to segregate Tribal assets from assets of the Authority or any Restricted Subsidiary; (l) convey into trust with the federal government of the United States any Authority assets other than real property; (m) directly or indirectly challenge the validity or legality of any provision of this Agreement Indenture in any court or other forum on the basis that this Agreement Indenture violates or fails to comply with IGRA or such other statutes, laws, ordinances or government rules and regulations applicable to federally-recognized Indian tribes; (n) fail to maintain its existence as a federally recognized Indian tribe; (o) take any action, pursuant to or within the meaning of Bankruptcy Law, to appoint or consent to the appointment of a custodian, receiver or trustee (or other similar office) of the Authority or for all or substantially all of the property of the Authority; (p) take any action to enact any Bankruptcy Law or other Law pertaining to reorganization that would impair, limit, restrict, delay or otherwise adversely affect any of the rights and remedies of the Purchasers Trustee or the holders of any Notes Holders provided for in this Agreement Indenture or the Notes; (pq) take any action that impairs necessary access to the lands of the Tribe for purposes of operating the Resort and conducting the business of the Resort; (qr) adopt, enact, amend or modify any law impairing (as such term is used in Article I, Section 10 of the United States Constitution) any contractual obligation of the Tribe, the Authority or the Guarantors under this Agreement Indenture or the Notes other than laws required under applicable state or federal law or reasonably adopted in good faith to ensure that the Principal Business and any Related Business are conducted in a manner consistent with applicable laws to protect the environment or the public health and safety relating to the conduct of the Principal Business or such Related Business; (rs) initiate or join participate in the prosecution of any proceeding to have the interests of the Purchasers Trustee or any the holder of any Note Holder under this Agreement Indenture declared invalid or unenforceable on the basis that this Agreement Indenture (a) provides any Person with a proprietary interest in any gaming activity in contravention of the requirements under IGRA, including 25 U.S.C. Section 2710(b)(2)(A), or under the Tribe’s Constitution and any tribal law, ordinance or resolution including, without limitation, the Tribal Gaming Ordinance, or (b) constitutes, individually or as a whole, a “management contract” or a “management agreement” under IGRA, including 25 U.S.C. Section 2711, and its implementing regulations, or as otherwise provided under the Tribe’s Constitution and any tribal law ordinance or resolution, including, without limitation, the Tribal Gaming Ordinance; or (st) except as required by federal or state law, directly or indirectly impose, tax or otherwise make a charge on the Purchasers or the holders of any Notes Creditor Parties in their capacities as such, the Notes, this Agreement Indenture or any payments or deposits to be made thereunder; providedprovided that, that except as set forth in the previous clauses (c) and (g) nothing in the foregoing shall restrict the ability of the Tribe, directly or indirectly, to engage in any business, including a gaming enterprise, outside of the Authority.

Negative Covenants of the Tribe. The Tribe shall not, and shall not permit any of its representatives, political subunits or councils, agencies or instrumentalities, directly or indirectly, except as required by federal or state law, to do any of the following: (a) increase or impose any tax, fee, charge, assessment or other payment obligation on the Authority or on any patrons of, or any activity at, the Resort other than: (i) payments that are due under any agreement in effect at Closing on the Issue Date or payments which that are not materially adverse to the economic interests of the holders of any NotesHolders; (ii) payments that the Authority has agreed to reimburse the holder of each Note Holder for the economic effect thereof, if any; (iii) payments that correspondingly reduce the Restricted Payments otherwise payable to the Tribe; (iv) pursuant to the Tribal Tax Code; or (v) Government Service Payments; (b) subject to the provisions described under Section 24.813.01, rescind the Lease or amend the terms of the Lease in any manner that would be materially adverse to the economic interests of the holders of any Notes Holders or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Trustee or any holder of a NoteHolder; (c) amend the Tribal Gaming Ordinance (or accompanying gaming regulations in effect as of on the Closing)Issue Date, the Compact, the Constitution Tribal constitution or the Town Agreement (in each case unless any such amendment is a legitimate effort to ensure that the Authority and the Resort conduct gaming operations in a manner that is consistent with applicable laws, rules and regulations or that protects the environment, the public health and safety, or the integrity of the Authority or the Resort) to restrict or eliminate the exclusive right of the Authority to conduct gaming operations on the existing reservation of the Tribe located adjacent to Uncasville, Connecticut in a manner that would be materially adverse to the economic interests of the holders of any Notes Holders or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of a Purchaser the Trustee or any holder of any NoteHolder; (d) permit or incur any consensual liability of the Tribe (or of any other instrumentality, enterprise or subunit of the Tribe) that is a legal obligation of the Authority or any of its Restricted Subsidiaries or for which assets of the Authority or any of its Restricted Subsidiaries may be bound, other than a liability that the Authority or its Restricted Subsidiaries are permitted or not prohibited from incurring on their own behalf under this AgreementIndenture; (e) exercise any power of eminent domain or condemnation over the assets of the Authority or any of its Restricted Subsidiaries (other than any such exercise that would not materially adversely affect the economic rights and benefits of the Purchasers Trustee or the holders of any NotesHolders); (f) take any other action (including, without limitation, applying the Tribal Gaming Ordinance or gaming regulations in a discriminatory manner against the holders of any NotesHolders), enter into any agreement, amend its constitution, the Tribal Gaming Ordinance (or accompanying gaming regulations), the UCC Ordinance, the Compact or the Town Agreement, or enact any ordinance, law, rule or regulation that would have a material adverse effect on the economic interests of the holders of any NotesHolders, or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Purchasers Trustee or any holder of any NoteHolder; (g) other than through the Authority, a Subsidiary of the Authority or a joint venture of the Authority (with any one or more entities that are not Affiliates of the Tribe unless they are Subsidiaries of the Authority), develop, own, operate or manage Northeast Gaming Operations; provided, that the Tribe may continue to own its existing interests in Mohegan Gaming and its Subsidiaries which may in turn own, operate and manage casino gaming operations, provided that (A) any future investments in Mohegan Gaming or its Subsidiaries or joint ventures by the Tribe or any agency, instrumentality, political subunit or Subsidiary (other than the Authority and its Subsidiaries) of the Tribe will be made by or through the Authority or a Subsidiary of the Authority and (B) so long as the Tribe holds any equity interest in Mohegan Gaming other than through the Authority, Mohegan Gaming shall not own, operate or manage Northeast Gaming Operations other than projects publicly disclosed as of Closingthe Issue Date (including projects in Xxxxxxxx, New York and Palmer, Massachusetts); (h) abrogate or take any action to abrogate the Tribe’s waiver of sovereign immunity and consent to jurisdiction or any waiver of sovereign immunity or consents to jurisdiction provided by the Authority or any Guarantor related to this Agreementthe Indenture; (i) knowingly accept or retain a Restricted Payment (which, for the avoidance of doubt does not include any Government Service Payments) from the Authority in violation of this Agreementthe Indenture; (j) dissolve, liquidate, reorganize or restructure the Authority or any Restricted Subsidiary, other than as permitted under this AgreementIndenture, terminate gaming operations conducted by the Authority, or authorize gaming operations (other than class I gaming under IGRA) on its reservation other than through the Authority; (k) fail to segregate Tribal assets from assets of the Authority or any Restricted Subsidiary; (l) convey into trust with the federal government of the United States any Authority assets other than real property; (m) directly or indirectly challenge the validity or legality of any provision of this Agreement the Indenture in any court or other forum on the basis that this Agreement such agreement violates or fails to comply with IGRA or such other statutes, laws, ordinances or government rules and regulations applicable to federally-recognized Indian tribes; (n) fail to maintain its existence as a federally recognized Indian tribe; (o) take any action, pursuant to or within the meaning of Bankruptcy Law, to appoint or consent to the appointment of a custodian, receiver or trustee (or other similar office) of the Authority or for all or substantially all of the property of the Authority; (p) take any action to enact any Bankruptcy Law or other Law pertaining to reorganization that would impair, limit, restrict, delay or otherwise adversely affect any of the rights and remedies of the Purchasers Trustee or the holders of any Notes Holders provided for in this Agreement Indenture or the Notes; (pq) take any action that impairs necessary access to the lands of the Tribe for purposes of operating the Resort and conducting the business of the Resort; (qr) adopt, enact, amend or modify any law impairing (as such term is used in Article I, Section 10 of the United States Constitution) any contractual obligation of the Tribe, the Authority or the Guarantors under this Agreement Indenture or the Notes other than laws required under applicable state or federal law or reasonably adopted in good faith to ensure that the Principal Business and any Related Business are conducted in a manner consistent with applicable laws to protect the environment or the public health and safety relating to the conduct of the Principal Business or such Related Business; (rs) initiate or join participate in the prosecution of any proceeding to have the interests of the Purchasers Trustee or any Holder under the holder of any Note under this Agreement Indenture declared invalid or unenforceable on the basis that this Agreement the Indenture (a) provides any Person with a proprietary interest in any gaming activity in contravention of the requirements under IGRA, including 25 U.S.C. Section 2710(b)(2)(A), or under the Tribe’s Constitution and any tribal law, ordinance or resolution including, without limitation, the Tribal Gaming Ordinance, or (b) constitutes, individually or as a whole, a “management contract” or a “management agreement” under IGRA, including 25 U.S.C. Section 2711, and its implementing regulations, or as otherwise provided under the Tribe’s Constitution and any tribal law ordinance or resolution, including, without limitation, the Tribal Gaming Ordinance; or (st) except as required by federal or state law, directly or indirectly impose, tax or otherwise make a charge on the Purchasers or the holders of any Notes Creditor Parties in their capacities as such, the Notes, this Agreement Indenture or any payments or deposits to be made thereunder; providedprovided that, that except as set forth in the previous clauses (c) and (g) nothing in the foregoing shall restrict the ability of the Tribe, directly or indirectly, to engage in any business, including a gaming enterprise, outside of the Authority.