Common use of Unanimous Decisions Clause in Contracts

Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount of the Loan; (iii) reduce the amount of any fees payable to Lender; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share; (vi) amend the sections of the Loan Agreement governing waivers and amendments or amend the definitions of the terms used in the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendments; (vii) release any Guarantor of its obligations except in connection with a Replacement Guarantor; (viii) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer prohibited by the Loan Documents without consent, (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to Section 17.22(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien against the Property or any transfers of the Property or the Loan by Borrower or of equity interests in Borrower (in each instance to the extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 or any other co-lender provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following an Event of Default (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders.

Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread Interest Rate that has accrued or that will be charged on the outstanding principal amount of the Loanany Note; (iii) reduce the amount of any fees payable to Lender; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Ratable Share; (vi) amend the sections of the Loan Agreement governing waivers and amendments or amend the definitions of the terms used in the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendments; (vii) release any Guarantor of its obligations except in connection with a Replacement Guarantor, Substitute Guarantor or other substitute Guaranty in accordance with the Loan Documents; (viii) release or dispose of any collateral for the Loan except as contemplated in Section 10.24(a) above or as expressly permitted under the Loan Documents or consent to any transfer prohibited by the Loan Documents without consent, release or dispose, or consent to any Transfer of any collateral; (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise except as expressly permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to Section 17.22(a) above and the approval of Administrative Agent has been obtainedDocuments; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien Lien against the Property or any transfers of the Property or the Loan by Borrower or of equity interests in Borrower (in each instance to the extent not permitted by this Agreement and the other Loan Documents); ) or (xiii) amend this Section 17.22 or any other co-lender provision in this Agreement or the other Loan Documents10.24 (collectively, or (xiv) a decision not to accelerate the Loan following an Event of Default (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders. Any consent or approval required or permitted by this Agreement or the other Loan Documents that is not a Unanimous Decision may be given or waived with the written consent of Administrative Agent only and without consultation, consent or approval of any of the other Lenders.

Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount of the LoanOutstanding Loan Amount; (iii) reduce the amount of any fees payable to LenderLender in any material respect; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share[intentionally omitted]; (vi) amend the sections of the Loan Agreement governing waivers under and amendments or amend the definitions of the terms used in to the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendmentsDocuments; (vii) release any Guarantor of its obligations under the Loan Documents in any material respect except in connection with a Replacement Guarantoras permitted by the Loan Documents; (viii) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer Transfer that is prohibited by the Loan Documents without consentconsent and which is not an Administrative Agent Decision or an Additional Administrative Agent Decision (it being agreed that with respect to any Transfer to a Qualified Public Company or Transfer to a Qualified Transferee, any determinations to be made under this Agreement relating to the satisfaction of the “Qualified Public Company” and/or “Qualified Transferee” requirements hereunder shall be governed by Section 10.30(a)); (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise expressly permitted by the Loan Documents or permitted with the approval of the Administrative Agent only pursuant to Section 17.22(a10.30(a) above hereof and the approval of the Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien Lien against the Property or any transfers (provided, however, that approval of the Property or Administrative Agent only (and not the Loan by Borrower or unanimous approval of equity interests in Borrower (in each instance the applicable Lenders) shall be required for subordination of the Mortgage to the extent not permitted by this Agreement and the other Loan Documentsa non-monetary encumbrance pursuant to Section 10.30(a) hereof); (xiii) amend this Section 17.22 10.30 or any other co-lender provision in this Agreement or the other Loan Documents, ; or (xiv) a decision not consent to accelerate any voluntary termination or voluntary material modification of the Ground Lease which requires Lender’s consent under the Loan following an Event of Default Documents (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders.

Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount of the Loan; (iii) reduce the amount of any fees payable to Lender; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share; (vi) amend the sections of the Loan Agreement governing waivers and amendments or amend the definitions of the terms used in the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendments; (vii) release any Guarantor of its obligations except in connection with a Replacement Guarantorobligations; (viii) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer prohibited by the Loan Documents without consent, (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to Section 17.22(a18.11(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien against the Property or any transfers of the Property or the Loan by Borrower or of equity interests in Borrower (in each instance to the extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 18.11 or any other co-lender provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following an Event of Default (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders. For the avoidance of doubt, the Deemed Approval Requirements do not apply to any consent required by this Section 18.11(c).

Unanimous Decisions. Notwithstanding The Board of Managers will not have any authority to authorize or approve or take any material action with regard to any of the foregoingfollowing matters ("Unanimous Decisions"), unless the same has been approved by at least three (3) members (in number of votes) of the Board of Managers appointed by BH/RE (or any consent or approval required or permitted Person to whom it has transferred all of its rights under Section 7.02(a) of this Agreement) and, unless Starwood's rights have terminated as contemplated by this Agreement or in any Loan Document to be given Section 9.04, one (1) member of the Board of Managers appointed by Lender to Starwood: (i) increase terminating the commitment Chief Executive Officer of OpBiz initially appointed by OpBiz and replacing such officer if he is terminated by OpBiz (such initial Chief Executive Officer and any Lender; successors thereto being referred to as the "OpBiz CEO"); (ii) change setting or modifying the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount compensation of the Loan; OpBiz CEO (it being agreed that the offer presently outstanding to Michael Mecca shall not require action other than majority axxxxx xx xxxxemplated by Section 7.02(f)) or the Chief Operating Officer, Chief Financial Officer or President of OpBiz; (iii) reduce approving any management equity incentive plan of the amount of Company or any fees payable to Lender; Subsidiary; (iv) postpone any date fixed for any payment of principal or, or interest on, approving an agreement with a third party to manage the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; casino; (v) change any Lender’s Pro Rata Share; approving the scope of and plans for the Renovation and Renovation Capital Expenditure Budget; (vi) amend approving any transaction with any Affiliate of a Member that is not Arms Length (other than the sections of Hotel Management Agreement, the Loan License Agreement governing waivers and amendments or amend as permitted thereunder or any transaction contemplated by the definitions of the terms used Time Share Plan as described in the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendments; Credit Agreement); (vii) release engaging in any Guarantor of its obligations except other business or activity other than as contemplated in connection with a Replacement Guarantor; this Agreement on the date hereof; (viii) release or dispose of issuing any collateral for the Loan except as permitted under the Loan Documents or consent Class A Membership Units to any transfer prohibited by the Loan Documents without consentPerson that, immediately prior to such issuance, is not a Member; or (ix) waive amending this Agreement in any monetary Event of Default; manner that would result in the respective preferences, rights, limitations or restrictions associated with or applicable to the Class A Membership Units and the Class B Membership Units not being identical (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, except to the extent that such preferences, rights, limitations or restrictions are not otherwise permitted identical by virtue of the Loan Documents express provisions of this Agreement in effect immediately prior to such amendment). Starwood will cause the members of the Board of Managers appointed by it to approve any item within the scope of clause (ii) or permitted with (iii) if the proposed compensation or equity plan is reasonably comparable to those provided to similar officers or management by analogous private, single asset business reorganizations that are not part of a larger reorganization. Starwood will cause the members of the Board of Managers appointed by it to not unreasonably withhold their approval of any item within the scope of clause (i) above. There will be a rebuttable presumption that the members of the Board of Managers appointed by Starwood unreasonably withheld their approval if the members fail to approve three consecutive OpBiz CEO candidates having qualifications reasonably comparable to persons hired within the past five (5) years to be executives holding similar positions for similar properties on the Las Vegas strip. Members of the Board of Managers appointed by Starwood may withhold in their sole discretion their approval of any item within the scope of clause (ix) above. Notwithstanding anything to the contrary contained in this Section 7.02(g), the approval of Administrative Agent pursuant to Section 17.22(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination members of the Loan Board of Managers appointed by Starwood shall not be required with respect to any other interest which would constitute a lien against Unanimous Decisions if: (i) the Property Hotel Manager has performed or any transfers of the Property failed to perform an act and that act or the Loan by Borrower or of equity interests in Borrower (in each instance failure to the extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 or any other co-lender provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following act constitutes an Event of Default under the Hotel Management Agreement and (ii) OpBiz shall have established that it is entitled to terminate the Hotel Management Agreement upon the conclusion of the dispute resolution procedures pursuant to Section 10 of the Hotel Management Agreement, as modified by the provisions of Section 12.03 of this Agreement, or the Hotel Manager shall not have commenced such dispute resolution procedures within five (5) Business Days of OpBiz delivering notice of the Event of Default to the Hotel Manager. With respect to any matter that is both (i) requiring a Unanimous Decision or otherwise requiring the approval of Starwood or the Starwood Designee, and (ii) put to a vote by one or more members of the Board of Managers appointed by BH/RE (the “Unanimous Decisions”"BH/RE Designees"), such BH/RE Designees shall provide the member or members of the Board of Managers appointed by Starwood (the "Starwood Designee") may only a written notice specifying the action to be given taken and a brief narrative statement supporting the recommended action as being in the best interest of EquityCo. For matters with respect to which the Starwood Designee has received the written notice described above, Starwood agrees that it will not, and it will cause the Starwood Designee to not, exercise its approval rights to delay or waivedprevent the authorization or approval (or fail to take an action necessary or appropriate to permit the immediate approval), unless Starwood reasonably determines that such matter is not in the best interest of EquityCo (in which case Starwood and the Starwood Designee shall promptly deliver to the BH/RE Designees a written notice specifying why they believe such matter is not in the best interest of EquityCo). If after receipt and review of the notice from the Starwood Designee, the BH/RE Designees still desire to take such course of action, the dispute resolution process described in Section 13.21 hereof (the "Rapid Resolution Process") shall be used to determine whether Starwood or the Starwood Designee properly exercised the approval rights in accordance with the reasonableness standard set forth herein. If Starwood does not deliver such notice to the BH/RE Designees within ten (10) business days after the initial written consent notice provided by the BH/RE Designees (which notice shall be delivered in the same manner as contemplated for notices to Starwood under Section 13.03 or by email) is given to the Starwood Designee, then the Starwood Designee shall be deemed to have approved the action in the initial notice provided by the BH/RE Designees. Starwood and BH/RE agree that the right to approve the amount, terms and structure of Administrative Agent at any current or future financing of OpBiz, MezzCo or EquityCo (mezzanine, senior or otherwise) and obtaining waivers or consents under, or amendments or changes to, the written direction Credit Agreement or other financing documents shall not constitute a Unanimous Decision and no such financings, waivers, consents, amendments or changes will constitute a failure of all Lendersa condition to Starwood's obligation to make the Starwood Initial Capital Contribution. It shall be a proper purpose and consistent with the Standard of Care to approve such financings and obtain such waivers, consents, amendments or changes to obtain funds to pay Fees and Expenses.

Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount of the Loan; (iii) reduce the amount of any fees payable to Lender; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share; (vi) amend the sections of the Loan Agreement governing waivers and amendments or amend the definitions of the terms used in the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendments; (vii) release any Guarantor of its obligations except in connection with a Replacement Guarantor; (viii) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer prohibited by the Loan Documents without consent, (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property Property, the Mezzanine A Collateral or the Collateral or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to Section 17.22(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien against the Property Property, the Mezzanine A Collateral or the Collateral or any transfers of the Property Property, the Mezzanine A Collateral or the Collateral or the Loan by Borrower or of equity interests in Borrower (in each instance to the extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 or any other co-lender provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following an Event of Default (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders.

Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount of the LoanOutstanding Loan Amount; (iii) reduce the amount of any fees payable to LenderLender in any material respect; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share[intentionally omitted]; (vi) amend the sections of the Loan Agreement governing waivers under and amendments or amend the definitions of the terms used in to the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendmentsDocuments; (vii) release any Guarantor of its obligations under the Loan Documents in any material respect except in connection with a Replacement Guarantoras permitted by the Loan Documents; (viii) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer Transfer that is prohibited by the Loan Documents without consentconsent and which is not an Administrative Agent Decision or an Additional Administrative Agent Decision (it being agreed that with respect to any Transfer to a Qualified Public Company or Transfer to a Qualified Transferee, any determinations to be made under this Agreement relating to the satisfaction of the “Qualified Public Company” and/or “Qualified Transferee” requirements hereunder shall be governed by Section 10.30(a)); (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise expressly permitted by the Loan Documents or permitted with the approval of the Administrative Agent only pursuant to Section 17.22(a10.30(a) above hereof and the approval of the Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien Lien against the Property or any transfers (provided, however, that approval of the Property or Administrative Agent only (and not the Loan by Borrower or unanimous approval of equity interests in Borrower (in each instance the applicable Lenders) shall be required for subordination of the Mortgage to the extent not permitted by this Agreement and the other Loan Documentsa non-monetary encumbrance pursuant to Section 10.30(a) hereof); or (xiii) amend this Section 17.22 10.30 or any other co-lender provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following an Event of Default Documents (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders.

Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount of the Loan; (iii) reduce the amount of any fees payable to Lender; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share; (vi) amend the sections of the Loan Agreement governing waivers and amendments or amend the definitions of the terms used in the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendments; (vii) release any Guarantor of its obligations except in connection with a Replacement Guarantor; (viii) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer prohibited by the Loan Documents without consent, (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or the Collateral or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to Section 17.22(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien against the Property or the Collateral or any transfers of the Property or the Collateral or the Loan by Borrower or of equity interests in Borrower (in each instance to the extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 or any other co-lender provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following an Event of Default (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders.

Unanimous Decisions. Notwithstanding Neither the foregoingManager nor any Representative, nor any consent officer, employee or agent of the Company or the Manager, shall have any authority to bind or take any action on behalf of the Company with respect to any Unanimous Decision unless such Unanimous Decision has been consented to or approved by the unanimous vote of each Member’s Representatives on the Management Committee in accordance with this Section 5.2. In addition to any other matters requiring the unanimous approval required or permitted by this Agreement or in any Loan Document to be given by Lender to of the Management Committee hereunder, each of the following matters shall constitute a “Unanimous Decision”: (i) increase the commitment of making any Lender; amendment to this Agreement; (ii) change appointing a replacement Manager following the principal of, resignation or Spread that has accrued or that will be charged on the outstanding principal amount removal of the Loan; Manager; (iii) reduce accepting in-kind Capital Contributions from the amount Members; Amended and Restated Limited Liability Company Agreement of any fees payable to Lender; Peak Gold, LLC: Page 13 (iv) postpone other than agreeing to an extension of the time period for the lessor under the Tetlin Lease to exercise its royalty buy-back rights (and accompanying changes to the amount and nature of the consideration the lessor will pay to the Company in connection therewith), assigning any date fixed for any payment right or obligation of principal orthe Company under the Tetlin Lease, or interest onterminating or entering into any amendment, supplement or other modification to the Loan (including, Tetlin Lease which materially increases any of the Maturity Date) Company’s financial obligations or for the payment of fees or any other obligations of Borrower or Guarantor; liabilities thereunder; (v) change taking any Lender’s Pro Rata Share; action which would cause the Company not to be recognized as a partnership for federal or state income tax purposes, except when such action is required by Law; (vi) amend amending the sections tax policies, appointments or tax elections set forth on Exhibit C or terminating the tax partnership under Exhibit C; (vii) other than purchase money security interests or other security interests in Company equipment to finance the acquisition or lease of the Loan Agreement governing waivers and amendments or amend the definitions of the terms Company equipment used in Operations, the Loan Agreement or incurrence by the Company of any indebtedness for borrowed money that requires any of the other Loan Documents insofar following as security for the obligations arising under or with respect to such definitions affect amendmentsindebtedness: (A) an Encumbrance on all or any material portion of the Company’s Assets, (B) the pledge by any Member of all or any portion of its Interest, or (C) the guaranty by any Member or any Affiliate of any Member of any obligations of the Company; provided, that nothing in this clause (vii) release shall be deemed to prohibit or restrict the right of a Member to create any Guarantor Permitted Interest Encumbrance; (viii) except as specifically contemplated in this Agreement, the redemption of all or any portion of an Interest; (ix) the issuance of an Interest or other equity interest in the Company, or the admission of any Person as a new Member of the Company other than in accordance with Section 8.5(c); provided, that this clause (ix) shall not be deemed to prohibit or restrict the adjustment of Interests under Section 3.1; (x) a decision to grant authorization for the Company to file a petition for relief under any chapter of the United States Bankruptcy Code, Title 11 U.S.C. or to consent to such relief in any involuntary petition filed against the Company by any third party, or to admit in writing any insolvency of the Company or inability to pay its obligations debts as they become due or to consent to any receivership (or similar proceeding) of the Company; (xi) the commencement of proceedings for the liquidation or dissolution of the Company; (xii) the merger or amalgamation of the Company into or with any other entity; Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 14 (xiii) except for the sales of Products by the Company to the Members in accordance with this Agreement, the sale, exchange, lease, abandonment, mortgage, pledge or other disposition or transfer of Assets having a fair market value of more than $500,000; except for (1) any transfer of Assets pursuant to, or which consists of, liens granted pursuant to a deed of trust or other security documents executed in connection with a Replacement Guarantor; credit agreement, (viii2) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer prohibited by of Assets in the Loan Documents without consent, (ix) waive any monetary Event ordinary course of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to Section 17.22(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien against the Property or any transfers of the Property or the Loan by Borrower or of equity interests in Borrower (in each instance to the extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 or any other co-lender provision in this Agreement or the other Loan Documentsbusiness, or (3) the sale or other disposition of Assets which are replaced by Assets of an equivalent or greater value or which have become obsolete and are of no further value to the Project; (xiv) the establishment of a decision not Tax Percentage other than what is determined under the definition of Tax Percentage; and (xv) other than pursuant to accelerate the Loan following an Event Option Agreement, the acquisition or disposition of Default significant mineral rights or claims or other real property (including acquisitions or dispositions of significant patented and unpatented mining claims under Section 5.3(k)) outside of the “Unanimous Decisions”) may only be given or waived, with the written consent ordinary course of Administrative Agent at the written direction of all Lendersbusiness.