Xxxxxx Indemnification and PWR/RWB Escrow Agreement. Borrowers shall not do, and Borrowers shall not permit any Mortgage Borrower or any Affiliate to do, any of the following, in each instance without the prior approval of Lender, which approval shall not be unreasonably withheld: (a) modify, amend, waive any right under, or terminate the Xxxxxx Indemnification or the PWR/RWB Escrow Agreement, other than any ministerial, non-monetary amendment or modification; (b) make any claim or otherwise exercise any rights or remedies under the Xxxxxx Indemnification or the PWR/RWB Escrow Agreement; or (c) other than the funds released on February 2, 2007 pursuant to the express terms of the PWR/RWB Escrow Agreement, cause any funds escrowed under the PWR/RWB Escrow Agreement to be used for any purpose other than the satisfaction of indemnification claims pursuant to the Xxxxxx Indemnification until such time as the Xxxxxx Indemnification shall expire by its terms. Borrowers shall cause Mortgage Borrowers to comply with the provisions of Section 5.2.11 of the Mortgage Loan Agreement.
Appears in 6 contracts
Samples: Second Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), First Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC), Third Mezzanine Loan Agreement (Hard Rock Hotel Holdings, LLC)