Common use of Amendments to Certain Agreements Clause in Contracts

Amendments to Certain Agreements. (a) ▇▇▇▇ Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement, if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would: (1) increase the amounts payable to Persons other than ▇▇▇▇ Las Vegas and its Restricted Subsidiaries thereunder by ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries, (2) change the dates on which such amounts are to be paid to dates earlier than those set forth in such agreement, as in effect on the date of this Indenture, (3) reduce the services provided thereunder to ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries unless accompanied by a corresponding decrease in the amounts payable by ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries thereunder, (4) materially impair the rights or remedies of the Holders of the Notes thereunder or under this Indenture or the Collateral Documents, or (5) materially impair the development, use or operation of the Projects. Any other amendment, modification, waiver or other change to, or any failure to enforce, or termination or abandonment of the provisions of any Affiliate Agreement shall be made in accordance with the requirements of Section 4.11(a) hereof. Notwithstanding the foregoing, in connection with any release of all or any portion of the Golf Course Land as provided in Sections 10.03(b), 10.03(c), 10.03(d) or 10.03(e), ▇▇▇▇ Las Vegas and its Restricted Subsidiaries may terminate (in the case of Sections 10.03(b) or 10.03(c)) or amend (in the case of Sections 10.03(d) or 10.03(e)) the Golf Course Lease, the Access Easement Agreement or any other agreement with respect to the Golf Course Land or any other related assets or property.

Amendments to Certain Agreements. (a) On or prior to the Final Completion Date, except as contemplated by the Disbursement Agreement, ▇▇▇▇ Las Vegas and the Restricted Entities shall not, and shall not permit any of its their respective Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement, the Construction Contract, the Construction Contract Guarantee, the Design/Build Contract, the Golf Course Construction Contract, the Golf Course Design Services Agreement or any Payment and Performance Bond, in each case if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would (1) have a material adverse affect on the ability of ▇▇▇▇ Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries to develop, construct or operate the Project or (2) cause the Completion Date to occur or result in that date occurring after the Outside Completion Deadline. (b) Following the Final Completion Date, ▇▇▇▇ Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would: (1) increase the amounts payable to Persons other than ▇▇▇▇ Las Vegas and its Restricted Subsidiaries thereunder by ▇▇▇▇ Las Vegas Vegas, any Restricted Entity or any of its their respective Restricted Subsidiaries, (2) change the dates on which such amounts are to be paid to dates earlier than those set forth in such agreement, as in effect on the date of this Indenture, (3) reduce the services provided thereunder to ▇▇▇▇ Las Vegas Vegas, any Restricted Entity or any of its their respective Restricted Subsidiaries unless accompanied by a corresponding decrease in the amounts payable by ▇▇▇▇ Las Vegas Vegas, any Restricted Entity or any of its their respective Restricted Subsidiaries thereunder, (4) materially impair the rights or remedies of the Holders of the Notes thereunder or under this Indenture or the Collateral Documents, or (5) materially impair the development, use or operation of the Projects. Any other amendment, modification, waiver or other change to, or any failure to enforce, or termination or abandonment of the provisions of any Affiliate Agreement shall be made in accordance with the requirements of Section 4.11(a) hereof. Notwithstanding the foregoing, in connection with any release of all or any portion of the Golf Course Land as provided in Sections 10.03(b), 10.03(c), 10.03(d) or 10.03(e), ▇▇▇▇ Las Vegas and its Restricted Subsidiaries may terminate (in the case of Sections 10.03(b) or 10.03(c)) or amend (in the case of Sections 10.03(d) or 10.03(e)) the Golf Course Lease, the Access Easement Agreement or any other agreement with respect to the Golf Course Land or any other related assets or propertyProject.

Amendments to Certain Agreements. (a) On or prior to the Phase I Final Completion Date, except as contemplated by the Disbursement Agreement, ▇▇▇▇ Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of the Construction Contract, the Construction Contract Guarantee, the Design/Build Contract, the Golf Course Construction Contract, the Golf Course Design Services Agreement or any Payment and Performance Bond, in each case, if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would have a material adverse affect on the ability of ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries to develop, construct or operate the Phase I Project. (b) ▇▇▇▇ Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement, Agreement if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would: (1) increase the amounts payable to Persons other than ▇▇▇▇ Las Vegas and its Restricted Subsidiaries thereunder by ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries, (2) change the dates on which such amounts are to be paid to dates earlier than those set forth in such agreement, as in effect on the date of this Indenture, (3) reduce the services provided thereunder to ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries unless accompanied by a corresponding decrease in the amounts payable by ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries thereunder, (4) materially impair the rights or remedies of the Holders of the Notes thereunder or under this Indenture or the Collateral Documents, or (5) materially impair the development, use or operation of the Projects. Any other amendment, modification, waiver or other change to, or any failure to enforce, or termination or abandonment of the provisions of any Affiliate Agreement shall be made in accordance with the requirements of Section 4.11(a) hereof. Notwithstanding the foregoing, in connection with any development, improvement or construction of the Golf Course Land as provided in Section 4.22(b)(8) hereof, or any release of all or any portion of the Golf Course Land as provided in Sections 10.03(b), 10.03(c), 10.03(d) or 10.03(e), ▇▇▇▇ Las Vegas and its Restricted Subsidiaries may terminate (in the case of Sections 10.03(b) or 10.03(c)) or amend (in the case of Sections 10.03(d) or 10.03(e)) the Golf Course Lease, the Access Easement Agreement or any other agreement with respect to the Golf Course Land or any other related assets or property.

Amendments to Certain Agreements. (a) ▇▇▇▇ Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement, if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would: (1) increase the amounts payable to Persons other than ▇▇▇▇ Las Vegas and its Restricted Subsidiaries thereunder by ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries, (2) change the dates on which such amounts are to be paid to dates earlier than those set forth in such agreement, as in effect on the date of this Indenture, (3) reduce the services provided thereunder to ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries unless accompanied by a corresponding decrease in the amounts payable by ▇▇▇▇ Las Vegas or any of its Restricted Subsidiaries thereunder, (4) materially impair the rights or remedies of the Holders of the Notes thereunder or under this Indenture or the Collateral Documents, or (5) materially impair the development, use or operation of the Projects. Any other amendment, modification, waiver or other change to, or any failure to enforce, or termination or abandonment of the provisions of any Affiliate Agreement shall be made in accordance with the requirements of Section 4.11(a) hereof. Notwithstanding the foregoing, in connection with any development, improvement or construction of the Golf Course Land as provided in Section 4.20(b)(6) hereof, or any release of all or any portion of the Golf Course Land as provided in Sections 10.03(b), 10.03(c), 10.03(d) or 10.03(e), ▇▇▇▇ Las Vegas and its Restricted Subsidiaries may terminate (in the case of Sections 10.03(b) or 10.03(c)) or amend (in the case of Sections 10.03(d) or 10.03(e)) the Golf Course Lease, the Access Easement Agreement or any other agreement with respect to the Golf Course Land or any other related assets or property.

Amendments to Certain Agreements. (a) ▇W▇▇▇ Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement, if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would: (1) increase the amounts payable to Persons other than ▇W▇▇▇ Las Vegas and its Restricted Subsidiaries thereunder by ▇W▇▇▇ Las Vegas or any of its Restricted Subsidiaries, (2) change the dates on which such amounts are to be paid to dates earlier than those set forth in such agreement, as in effect on the date of this Indenture, (3) reduce the services provided thereunder to ▇W▇▇▇ Las Vegas or any of its Restricted Subsidiaries unless accompanied by a corresponding decrease in the amounts payable by ▇W▇▇▇ Las Vegas or any of its Restricted Subsidiaries thereunder, (4) materially impair the rights or remedies of the Holders of the Notes thereunder or under this Indenture or the Collateral Documents, or (5) materially impair the development, use or operation of the Projects. Any other amendment, modification, waiver or other change to, or any failure to enforce, or termination or abandonment of the provisions of any Affiliate Agreement shall be made in accordance with the requirements of Section 4.11(a) hereof. Notwithstanding the foregoing, in connection with any release of all or any portion of the Golf Course Land as provided in Sections 10.03(b), 10.03(c), 10.03(d) or 10.03(e), ▇W▇▇▇ Las Vegas and its Restricted Subsidiaries may terminate (in the case of Sections 10.03(b) or 10.03(c)) or amend (in the case of Sections 10.03(d) or 10.03(e)) the Golf Course Lease, the Access Easement Agreement or any other agreement with respect to the Golf Course Land or any other related assets or property.