Common use of No Modification or Termination Clause in Contracts

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) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may terminate the Borrower Management Agreement, the Opco Management Agreement and/or the GVR Management Agreement so long as, concurrently with such termination, the Loan Parties party thereto enter into one or more Additional Management Agreements with respect to all Hotel/Casino Facilities previously encumbered by the applicable Borrower Management Agreement, the Opco Management Agreement and the GVR Management Agreement, with an Affiliate of Xxxxxxxx Entertainment, and 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; provided that any Additional Management Agreement entered into pursuant to this clause (iv) 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 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 is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business.

No Modification or Termination. (a) Borrower shall not, and shall cause the PropCo Subsidiaries not to, except with the prior written consent of the Administrative Agent, not to be unreasonably withheld, (i) Not institute any action or proceeding for partition of any Borrowing Base 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 acquiesce in any amendment, modification, waiver or change amendment to any Manager Document Operating Agreement (provided, however, the consent of the Administrative Agent shall not be required in any manner adverse the case of an amendment or modification to an Operating Agreement to the interests extent such amendment or modification would not, individually or in the aggregate, reasonably be expected to 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 Lenders Condominium Units, vote in any material respect; it being acknowledged opposition to a motion to repair, restore or rebuild the same unless and agreed by for so long as such Individual Property is the parties hereto, that subject of a valid Disposition Notice which results in any event any amendment, waiver or other modification which would have the effect disposition 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 respectsuch Individual Property. (iib) Not permitExcept with the prior written consent of the Administrative Agent, consent not to be unreasonably withheld, Borrower shall not, and shall cause the PropCo Subsidiaries not to, vote for, agree to or acquiesce in any cancellation, termination or surrender of any Manager DocumentOperating Agreement; provided, however, the consent of the Administrative Agent shall not be required in the case of an Operating Agreement to the extent such cancellation, termination or surrender thereof would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Any agreement to which Borrower or any PropCo Subsidiary or any of their respective Affiliates is a party whereby any of the Operating Agreements is terminated or any Borrowing Base Property is withdrawn therefrom in violation of the immediately preceding sentence shall constitute a Transfer prohibited under this Agreement. In the event that a Ground Lease or Space Lease is cancelled, terminated or surrendered pursuant to this Section 16.4.6 or otherwise, the same shall result in the failure of the related Ground Lease Property or Space Lease Property to satisfy the Borrowing Base Property Conditions applicable to it for all purposes of this Agreement and the other Credit Documents. (iiic) Notwithstanding In the event of any conflict between this Section 16.4.6 and any of Sections 6.18(c)(i) and (ii) above8.1.19(d), 8.1.19(f), 11.2 or 11.3, the Loan Parties may (A) upon acquiring or opening a new Hotel/Casino Facility or Tavern Business in accordance with terms of 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 Businesslatter sections shall govern. (iv) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may terminate the Borrower Management Agreement, the Opco Management Agreement and/or the GVR Management Agreement so long as, concurrently with such termination, the Loan Parties party thereto enter into one or more Additional Management Agreements with respect to all Hotel/Casino Facilities previously encumbered by the applicable Borrower Management Agreement, the Opco Management Agreement and the GVR Management Agreement, with an Affiliate of Xxxxxxxx Entertainment, and 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; provided that any Additional Management Agreement entered into pursuant to this clause (iv) 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 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 is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business.

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 GVR Management Fee Subordination Agreement and Borrower GVR Management Agreement GuarantyGuaranty with such changes are are reasonably requested by or are acceptable to the Administrative Agent, 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) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may terminate the Borrower Management Agreement, the Opco Management Agreement and/or the GVR Management Agreement so long as, concurrently with such termination, the Loan Parties party thereto enter into one or more Additional Management Agreements with respect to all Hotel/Casino Facilities previously encumbered by the applicable Borrower Management Agreement, the Opco Management Agreement and the GVR Management Agreement, with an Affiliate of Xxxxxxxx Entertainment, and 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; provided that any Additional Management Agreement entered into pursuant to this clause (iv) 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 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 is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business.