Common use of REOA Clause in Contracts

REOA. (a) The Borrower hereby covenants and agrees with Lender with respect to the REOA as follows: (b) Borrower shall not, without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, vote to materially and adversely amend, modify or supplement, or consent to the material and adverse amendment, modification or supplementation of, the Material REOA or any other REOA to the extent the same could be reasonably expected to result in a Material Adverse Effect, except that (i) Lender shall not unreasonably withhold or delay its consent to any amendment or modification which is not reasonably likely to have a material adverse effect upon the Borrower, the Property and (ii) no consent shall be required in connection with (x) an amendment solely with respect to the extension of the term of any REOA or (y) entering into an easement or similar agreement that is contemplated and required to be entered into by Borrower pursuant to the terms of a REOA; (c) Borrower shall not, without the prior written consent of Lender, as determined in its reasonable discretion, take (and hereby assigns to Lender (exercisable during any Event of Default) any right it may have to take) any action to terminate, surrender, vote to accept any termination or surrender of, the REOA; and (d) Borrower shall not assign (other than to Lender) or encumber (other than Permitted Encumbrances) its rights under the REOA, provided that Borrower may grant Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement (Vici Properties Inc.)

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REOA. (a) The Borrower hereby covenants and agrees with Lender with respect to the REOA as follows: (b) Borrower shall not, without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, permit Mortgage Borrower to vote to materially and adversely amend, modify or supplement, or consent to the material and adverse amendment, modification or supplementation of, the Material REOA or any other REOA to the extent the same could be reasonably expected to result in a Material Adverse Effect, Effect except that (i) Lender Administrative Agent shall not unreasonably withhold or delay its consent to any amendment or modification which is not reasonably likely to have a material adverse effect upon the Borrower, Mezzanine A Borrower, Mortgage Borrower, the Collateral, the Mezzanine A Collateral or the Property and (ii) no consent shall be required in connection with (x) an amendment solely with respect to the extension of the term of any REOA or (y) entering into an easement or similar agreement that is contemplated and required to be entered into by Mortgage Borrower pursuant to the terms of a REOA; (c) Borrower shall notnot permit Mortgage Borrower to, without the prior written consent of LenderAdministrative Agent, as determined in its reasonable discretion, take (and hereby assigns to Lender Administrative Agent (exercisable during any Event of Default) any right it may have to take) any action to terminate, surrender, vote to accept any termination or surrender of, the REOA; and (d) Borrower shall not permit Mortgage Borrower to assign (other than to Mortgage Lender) or encumber (other than Permitted Encumbrances) its rights under the REOA, provided that Mortgage Borrower may grant CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease.

Appears in 1 contract

Samples: Mezzanine Loan Agreement (Vici Properties Inc.)

REOA. (a) The Borrower hereby covenants and agrees with Lender with respect to the REOA as follows: (b) Borrower shall not, without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, permit Mortgage Borrower to vote to materially and adversely amend, modify or supplement, or consent to the material and adverse amendment, modification or supplementation of, the Material REOA or any other REOA to the extent the same could be reasonably expected to result in a Material Adverse Effect, Effect except that that (i) Lender Administrative Agent shall not unreasonably withhold or delay its consent to any amendment or modification which is not reasonably likely to have a material adverse effect upon the Borrower, Mortgage Borrower, the Collateral, or the Property and (ii) no consent shall be required in connection with (x) an amendment solely with respect to the extension of the term of any REOA or (y) entering into an easement or similar agreement that is contemplated and required to be entered into by Mortgage Borrower pursuant to the terms of a REOA; (c) Borrower shall notnot permit Mortgage Borrower to, without the prior written consent of LenderAdministrative Agent, as determined in its reasonable discretion, take (and hereby assigns to Lender Administrative Agent (exercisable during any Event of Default) any right it may have to take) any action to terminate, surrender, vote to accept any termination or surrender of, the REOA; and (d) Borrower shall not permit Mortgage Borrower to assign (other than to Mortgage Lender) or encumber (other than Permitted Encumbrances) its rights under the REOA, provided that Mortgage Borrower may grant CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease.

Appears in 1 contract

Samples: Mezzanine Loan Agreement (Vici Properties Inc.)

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REOA. (a) The Borrower hereby covenants and agrees with Lender with respect to the REOA as follows: (ba) Borrower shall not, without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, permit Mortgage Borrower to vote to materially and adversely amend, modify or supplement, or consent to the material and adverse amendment, modification or supplementation of, the Material REOA or any other REOA to the extent the same could be reasonably expected to result in a Material Adverse Effect, Effect except that (i) Lender Administrative Agent shall not unreasonably withhold or delay its consent to any amendment or modification which is not reasonably likely to have a material adverse effect upon the Borrower, Mezzanine A Borrower, Mortgage Borrower, the Collateral, the Mezzanine A Collateral or the Property and (ii) no consent shall be required in connection with (x) an amendment solely with respect to the extension of the term of any REOA or (y) entering into an easement or similar agreement that is contemplated and required to be entered into by Mortgage Borrower pursuant to the terms of a REOA; (cb) Borrower shall notnot permit Mortgage Borrower to, without the prior written consent of LenderAdministrative Agent, as determined in its reasonable discretion, take (and hereby assigns to Lender Administrative Agent (exercisable during any Event of Default) any right it may have to take) any action to terminate, surrender, vote to accept any termination or surrender of, the REOA; and (dc) Borrower shall not permit Mortgage Borrower to assign (other than to Mortgage Lender) or encumber (other than Permitted Encumbrances) its rights under the REOA, provided that Mortgage Borrower may grant CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease.

Appears in 1 contract

Samples: Loan Amendment (Vici Properties Inc.)

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