No Modification or Termination. (a) Mezzanine Borrower shall not permit Mortgage Borrower, except as permitted hereunder or with the prior written consent of Mezzanine Lender, not to be unreasonably withheld, (i)to institute any action or proceeding to subdivide or partition any Individual Property other than with respect to Unimproved Parcels in accordance with the terms of this Agreement, or (ii) materially modify or amend or vote for or consent to any material modification of or amendment to any Operating Agreement.
(b) Mezzanine Borrower shall not permit Mortgage Borrower to vote for, agree to or acquiesce in any cancellation, termination or surrender of any Operating Agreement without the prior written consent of Mezzanine Lender. Any agreement to which Mortgage Borrower or its Affiliates is a party whereby any of the Operating Agreements is terminated or the Property is withdrawn therefrom in violation of the immediately preceding sentence shall constitute a Transfer prohibited under this Agreement.
No Modification or Termination. (i) Not consent to or acquiesce in any amendment, modification, waiver or change to any Manager Document in any manner adverse to the interests of the Lenders in any material respect; it being acknowledged and agreed by the parties hereto that any amendment, waiver or other modification which would have the effect of (A) increasing management fees, required reserves or termination fees or (B) shortening the term thereof shall be deemed adverse to the interests of the Lenders in a material respect.
(ii) Not permit, consent to or acquiesce in any cancellation, termination or surrender of any Manager Document.
No Modification or Termination. (i) Not consent to or acquiesce in any amendment, modification, waiver or change to any Manager Document in any manner adverse to the interests of the Lenders in any material respect; it being acknowledged and agreed by the parties hereto, that in any event any amendment, waiver or other modification which would have the effect of (A) increasing management fees, required reserves or termination fees or (B) shortening the term thereof shall be deemed adverse to the interests of the Lenders in a material respect.
(ii) Not permit, consent to or acquiesce in any cancellation, termination or surrender of any Manager Document.
(iii) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may (A) upon acquiring or opening a new Hotel/Casino Facility or Tavern Business in accordance with the terms hereof, enter into (1) an Additional Management Agreement in respect thereof and/or (2) an Additional Manager Allocation Agreement in the same form as the Manager Allocation Agreement with such changes as are reasonably requested by or are acceptable to the Administrative Agent, in each case with an Affiliate of Xxxxxxxx Entertainment, and in each case so long as such Affiliate and Xxxxxxxx Entertainment executes a Management Fee Subordination Agreement and Xxxxxxxx Entertainment signs a Management Agreement Guaranty in respect thereof in substantially the same form and substance as the Borrower Management Fee Subordination Agreement and Borrower Management Agreement Guaranty, and (B) upon closing or Disposing of any Hotel/Casino Facility or Tavern Business in accordance with the terms hereof, terminate the Manager Documents applicable to such Hotel/Casino Facility or Tavern Business; provided that any Additional Management Agreement or Additional Manager Allocation Agreement entered into pursuant to this clause (iii) may also contain provisions by which additional Loan Parties, Hotel/Casino Facilities and Tavern Businesses may be added after the execution of such Additional Management Agreement or Additional Manager Allocation Agreement by joinder, in form and substance reasonably satisfactory to the Administrative Agent, and any Management Fee Subordination Agreement and Management Agreement Guaranty entered into in connection with the execution of such Additional Management Agreement or Additional Manager Allocation Agreement is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business.
(iv) No...
No Modification or Termination. (a) Borrower shall not, except with the prior written consent of Lender, not to be unreasonably withheld, (i) institute any action or proceeding for partition of any Individual Property or any common areas under any REA or the Common Elements or any Condominium Units under any Condominium Documents, (ii) materially modify or amend or vote for or consent to any material modification of or amendment to any Operating Agreement except in the case of an amendment or modification to an REA where the same would not have a Material Adverse Effect, or, (iii) in the event of damage to or destruction of a Condominium Property, the Common Elements, or any of the Condominium Units, vote in opposition to a motion to repair, restore or rebuild the same unless and for so long as such Individual Property is the subject of a valid Property Release Notice which results in the release of such Individual Property.
(b) Borrower shall not vote for, agree to or acquiesce in any cancellation, termination or surrender of any Operating Agreement without the prior written consent of Lender except in the case of an REA to the extent it would not be expected to result in a Material Adverse Effect. Any agreement to which Borrower of its Affiliates is a party whereby any of the Operating Agreements is terminated or the Property is withdrawn therefrom in violation of the immediately preceding sentence shall constitute a Transfer prohibited under this Agreement.
No Modification or Termination. (a) Borrower shall not, except as permitted hereunder or with the prior written consent of Lender, not to be unreasonably withheld, (i) institute any action or proceeding to subdivide or partition any Individual Property other than with respect to Unimproved Parcels in accordance with the terms of this Agreement, or (ii) materially modify or amend or vote for or consent to any material modification of or amendment to any Operating Agreement.
(b) Borrower shall not vote for, agree to or acquiesce in any cancellation, termination or surrender of any Operating Agreement without the prior written consent of Lender. Any agreement to which Borrower or its Affiliates is a party whereby any of the Operating Agreements is terminated or the Property is withdrawn therefrom in violation of the immediately preceding sentence shall constitute a Transfer prohibited under this Agreement.
No Modification or Termination. (a) Borrower shall not, except with the prior written consent of Lender, not to be unreasonably withheld, (i) institute any action or proceeding for partition of any Individual Property or any common areas under any REA or the Common Elements or any Condominium Units under any Condominium Documents, (ii) materially modify or amend or vote for or consent to any material modification of or amendment to any Operating Agreement except in the case of an amendment or modification to an REA where the same would not have a Material Adverse Effect or except as otherwise expressly permitted herein, or, (iii) in the event of damage to or destruction of a Condominium Property, the Common Elements, or any of the Condominium Units, vote in opposition to a motion to repair, restore or rebuild the same unless and for so long as such Individual Property is the subject of a valid Property Release Notice which results in the release of such Individual Property.
(b) Borrower shall not vote for, agree to or acquiesce in any cancellation, termination or surrender of any Operating Agreement without the prior written consent of Lender except in the case of an REA to the extent it would not be expected to result in a Material Adverse Effect or except as otherwise expressly permitted herein. Any agreement to which Borrower or its Affiliates is a party whereby any of the Operating Agreements is terminated or the Property is withdrawn therefrom in violation of the immediately preceding sentence shall constitute a Transfer prohibited under this Agreement.
No Modification or Termination. This Agreement shall not be modified or terminated prior to the initial Auction Date.
No Modification or Termination. (i) No Loan Party shall, except as permitted hereunder or with the prior written consent of Administrative Agent, permit, consent to or acquiesce in any Modification to the Ground Lease that is adverse to the Lenders, it being agreed that any such Modification that changes the term, affects the rent amount or other payments due under the Ground Lease, affects or relates to any option or right to purchase all or any portion of the Ground Lease Parcel, affects the rights of Administrative Agent or the Lenders under the Ground Lease, or otherwise increases Borrower’s or Leasehold Holder’s obligations or liabilities under the Ground Lease and/or that reduces the benefits to be received by Borrower or Leasehold Holder under the Ground Lease shall be deemed to be adverse to the Lenders.
(ii) No Loan Party shall cancel, terminate or surrender the Ground Lease or permit, consent to or acquiesce in any cancellation, termination or surrender of the Ground Lease, without in each case the prior written consent of Administrative Agent. Any agreement to which Borrower, the Leasehold Holder or any Affiliate is a party whereby any part of the Ground Lease is terminated or the Ground Lease Parcel is withdrawn therefrom in violation of the immediately preceding sentence shall constitute a Disposition prohibited under this Agreement.
No Modification or Termination. (i) Neither the Leasehold Holder nor Borrower shall consent to or acquiesce in any amendment, modification, waiver or change to any Management Agreement in any manner adverse to the interests of the Lenders in any material respect or any assignment of any Management Agreement (other than an assignment to a wholly owned Subsidiary of the applicable Manager in accordance with the applicable Management Agreement as in effect on the date hereof); it being acknowledged and agreed by the parties hereto that any amendment, waiver or other modification which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of members or shareholders shall be deemed adverse to the interests of the Lenders in a material respect.
(ii) Neither the Leasehold Holder nor Borrower shall permit, consent to or acquiesce in any cancellation, termination or surrender of any Management Agreement.
No Modification or Termination. (i) The Borrower shall not, consent to or acquiesce in any amendment, modification, waiver or change to the Management Agreement.
(ii) The Borrower shall not permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement.
