Operation of Properties. The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.
Operation of Properties. Except as provided in Subsection 12(p) and (q) below, the Borrowers will operate, or use reasonable efforts to cause to be operated, all Oil and Gas Properties in a careful and efficient manner in accordance with the practice of the industry and in compliance in all material respects with all applicable laws, rules, and regulations, and in compliance in all material respects with all applicable proration and conservation laws of the jurisdiction in which the properties are situated, and all applicable laws, rules, and regulations, of every other agency and authority from time to time constituted to regulate the development and operation of the properties and the production and sale of hydrocarbons and other minerals therefrom; provided, however, that the Borrowers shall have the right to contest in good faith by appropriate proceedings, the applicability or lawfulness of any such law, rule or regulation and pending such contest may defer compliance therewith, as long as such deferment shall not subject the properties or any part thereof to foreclosure or loss.
Operation of Properties. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases or any Operating Lease Guaranty; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).
(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any management agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.
Operation of Properties. (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be operated, in all material respects, in accordance with the Operating Leases and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner consistent with their respective use as of the Original Closing Date (or, with respect to each Swap Property, as of the Closing Date). Borrower shall cause Operating Company to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).
(b) Borrower shall not, without Lender’s prior written consent, permit Operating Company to assign or transfer, and Operating Company shall not, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit.
(c) Borrower shall cause Operating Company to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the origination of the Mortgage Loan and the Mezzanine Loans, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will and will cause Mortgage Borrower to diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.
(d) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Operating Company and Mortgage Borrower to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with...
Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.
(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.
(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.
(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.
(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.
(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.
Operation of Properties. Except as provided in Subsection 12(p) and (q) below, the Borrower will and will cause each Subsidiary to, operate, or use reasonable efforts to cause to be operated, all Oil and Gas Properties in a careful and efficient manner in accordance with the practice of the industry and in compliance in all material respects with all applicable laws, rules, and regulations, and in compliance in all material respects with all applicable proration and conservation laws of the jurisdiction in which the properties are situated, and all applicable laws, rules, and regulations, of every other agency and authority from time to time constituted to regulate the development and operation of the properties and the production and sale of hydrocarbons and other minerals therefrom; provided, however, that the Borrower and any such Subsidiary shall have the right to contest in good faith by appropriate proceedings, the applicability or lawfulness of any such law, rule or regulation and pending such contest may defer compliance therewith, as long as such deferment shall not subject the properties or any part thereof to foreclosure or loss.
Operation of Properties. The Borrower will, and will cause the other Harvest Parties to, manage, maintain and operate their respective property, or, if it is not the operator, use reasonable commercial efforts to ensure that such property is managed, maintained and operated, in accordance with (i) sound industry practice and (ii) all applicable Laws, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.
Operation of Properties. Borrower shall not (i) modify, amend or terminate any material rights of way, easements, grants, privileges, leases, licenses or restrictive covenants which from time to time affect or pertain to the whole or any portion of a Property that may adversely affect the use or operation of such Property in any material manner, (ii) initiate, join in or consent to any private restrictive covenant, zoning ordinance or amendment thereto, or other public or private restrictions, materially limiting or materially adversely affecting the uses which may be made of any Property or any material part thereof, (iii) enter into, modify or amend any Lease for space located on any Property unless such Lease (or such modification or amendment thereof) is consistent with normal and prudent business practices pertaining to comparable leases of space in properties which are similar to the Property in question and is otherwise consistent with Borrower's usual business practices, and unless the rent payable thereunder and the other terms of such Lease (or such modification or amendment) are consistent with prevailing market conditions, (iv) modify, amend, terminate or enter into any operating agreement, partnership agreement, joint venture agreement, condominium agreement, ground lease or, except as otherwise provided herein, any property agreement relating to any Property, or (v) terminate any Lease for space located in any Property other than in accordance with normal and prudent business practices; provided, however, Borrower shall not terminate any Lease if such termination is likely to result in any ongoing material impairment of the value of any Property.
Operation of Properties. The Loan Parties will not, without the Administrative Agent’s prior written consent (not to be unreasonably withheld) and, in the case of any of the actions set forth below determined by the Administrative Agent to be material and adverse to the Lenders, the prior written consent of the Majority Lenders: (1) surrender, terminate or cancel any Management Agreement; provided, that the Borrowers may, without the prior written consent of the Administrative Agent or the Majority Lenders, replace a Property Manager so long as (A) the replacement Property Manager is a Qualified Property Manager or a Local Property Manager or (B) the Majority Lenders shall have approved such replacement Property Manager in writing; (2) reduce or consent to the reduction of the term of any Management Agreement (except in accordance with the terms thereof); (3) increase or consent to the increase of the amount of any charges under the Management Agreement (except in accordance with the terms thereof); or (4) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Management Agreement in any material respect. The Loan Parties will not suffer any Person to manage any Property at any time that is not a Qualified Property Manager or a Local Property Manager hired pursuant to a Management Agreement that has been assigned pursuant to an Assignment of Management Agreement; provided, however, that in the event that a Property Manager ceases to be a Qualified Property Manager or any Local Property Manager ceases to satisfy the requirements set forth in the definition thereof, the foregoing covenant shall not be deemed to be breached if the Borrowers shall, within sixty (60) days (or such longer period as the Administration Agent may agree to in writing) after the earlier of the date (A) that any Responsible Officer of any Relevant Party becomes aware of such failure of such Property Manager to be a Qualified Property Manager or any such Local Property Manager to satisfy the requirements set forth in the definition thereof, as applicable, or (B) of notice thereof from the Administrative Agent or the Majority Lenders, terminate the applicable Management Agreement with such Property Manager and enter into a Replacement Management Agreement with a new Qualified Property Manager or, if such Qualified Property Manager has elected to engage a Local Property Manager pursuant to the terms hereof, Local Property Manager, as applicable, and pr...
Operation of Properties. It will and will cause each of its Restricted Subsidiaries to operate its Properties or cause such Properties to be operated in a careful and efficient manner (i) in compliance with the practices of the industry, (ii) in compliance with all applicable contracts and agreements and (iii) in compliance in all material respects with all Governmental Requirements, except where the noncompliance therewith would not result in a Material Adverse Effect.
