Common use of No Modification or Termination Clause in Contracts

No Modification or Termination. (i) Not consent to or acquiesce in any amendment, modification, waiver or change to any Manager Document in any manner adverse to the interests of the Lenders in any material respect; it being acknowledged and agreed by the parties hereto, that in any event any amendment, waiver or other modification which would have the effect of (A) increasing management fees, required reserves or termination fees or (B) shortening the term thereof shall be deemed adverse to the interests of the Lenders in a material respect. (ii) Not permit, consent to or acquiesce in any cancellation, termination or surrender of any Manager Document. (iii) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may (A) upon acquiring or opening a new Hotel/Casino Facility or Tavern Business in accordance with the terms hereof, enter into (1) an Additional Management Agreement in respect thereof and/or (2) an Additional Manager Allocation Agreement in the same form as the Manager Allocation Agreement with such changes as are reasonably requested by or are acceptable to the Administrative Agent, in each case with an Affiliate of ▇▇▇▇▇▇▇▇ Entertainment, and in each case so long as such Affiliate and ▇▇▇▇▇▇▇▇ Entertainment executes a Management Fee Subordination Agreement and ▇▇▇▇▇▇▇▇ Entertainment signs a Management Agreement Guaranty in respect thereof in substantially the same form and substance as the Borrower Management Fee Subordination Agreement and Borrower Management Agreement Guaranty, and (B) upon closing or Disposing of any Hotel/Casino Facility or Tavern Business in accordance with the terms hereof, terminate the Manager Documents applicable to such Hotel/Casino Facility or Tavern Business; provided that any Additional Management Agreement or Additional Manager Allocation Agreement entered into pursuant to this clause (iii) may also contain provisions by which additional Loan Parties, Hotel/Casino Facilities and Tavern Businesses may be added after the execution of such Additional Management Agreement or Additional Manager Allocation Agreement by joinder, in form and substance reasonably satisfactory to the Administrative Agent, and any Management Fee Subordination Agreement and Management Agreement Guaranty entered into in connection with the execution of such Additional Management Agreement or Additional Manager Allocation Agreement is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business. (iv) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may terminate the Borrower Management Agreement, the Opco Management Agreement and/or the GVR Management Agreement so long as, concurrently with such termination, the Loan Parties party thereto enter into one or more Additional Management Agreements with respect to all Hotel/Casino Facilities previously encumbered by the applicable Borrower Management Agreement, the Opco Management Agreement and the GVR Management Agreement, with an Affiliate of ▇▇▇▇▇▇▇▇ Entertainment, and so long as such Affiliate and ▇▇▇▇▇▇▇▇ Entertainment executes a Management Fee Subordination Agreement and ▇▇▇▇▇▇▇▇ Entertainment signs a Management Agreement Guaranty in respect thereof in substantially the same form and substance as the Borrower Management Fee Subordination Agreement and Borrower Management Agreement Guaranty; provided that any Additional Management Agreement entered into pursuant to this clause (iv) may also contain provisions by which additional Loan Parties, Hotel/Casino Facilities and Tavern Businesses may be added after the execution of such Additional Management Agreement by joinder, in form and substance reasonably satisfactory to the Administrative Agent, and any Management Fee Subordination Agreement and Management Agreement Guaranty entered into in connection with the execution of such Additional Management Agreement is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business.

No Modification or Termination. (i) Not consent to or acquiesce in any amendment, modification, waiver or change to any Manager Document in any manner adverse to the interests of the Lenders in any material respect; it being acknowledged and agreed by the parties hereto, that in any event any amendment, waiver or other modification which would have the effect of (A) increasing management fees, required reserves or termination fees or (B) shortening the term thereof shall be deemed adverse to the interests of the Lenders in a material respect. (ii) Not permit, consent to or acquiesce in any cancellation, termination or surrender of any Manager Document. (iii) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may (A) upon acquiring or opening a new Hotel/Casino Facility or Tavern Business in accordance with the terms hereof, enter into (1) an Additional Management Agreement in respect thereof and/or (2) an Additional Manager Allocation Agreement in the same form as the Manager Allocation Agreement with such changes as are reasonably requested by or are acceptable to the Administrative Agent, in each case with an Affiliate of ▇▇▇▇▇▇▇▇ Entertainment, and in each case so long as such Affiliate and ▇▇▇▇▇▇▇▇ Entertainment executes a Management Fee Subordination Agreement and ▇▇▇▇▇▇▇▇ Entertainment signs a Management Agreement Guaranty in respect thereof in substantially the same form and substance as the Borrower GVR Management Fee Subordination Agreement and Borrower GVR Management Agreement GuarantyGuaranty with such changes are are reasonably requested by or are acceptable to the Administrative Agent, and (B) upon closing or Disposing of any Hotel/Casino Facility or Tavern Business in accordance with the terms hereof, terminate the Manager Documents applicable to such Hotel/Casino Facility or Tavern Business; provided that any Additional Management Agreement or Additional Manager Allocation Agreement entered into pursuant to this clause (iii) may also contain provisions by which additional Loan Parties, Hotel/Casino Facilities and Tavern Businesses may be added after the execution of such Additional Management Agreement or Additional Manager Allocation Agreement by joinder, in form and substance reasonably satisfactory to the Administrative Agent, and any Management Fee Subordination Agreement and Management Agreement Guaranty entered into in connection with the execution of such Additional Management Agreement or Additional Manager Allocation Agreement is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business. (iv) Notwithstanding Sections 6.18(c)(i) and (ii) above, the Loan Parties may terminate the Borrower Management Agreement, the Opco Management Agreement and/or the GVR Management Agreement so long as, concurrently with such termination, the Loan Parties party thereto enter into one or more Additional Management Agreements with respect to all Hotel/Casino Facilities previously encumbered by the applicable Borrower Management Agreement, the Opco Management Agreement and the GVR Management Agreement, with an Affiliate of ▇▇▇▇▇▇▇▇ Entertainment, and so long as such Affiliate and ▇▇▇▇▇▇▇▇ Entertainment executes a Management Fee Subordination Agreement and ▇▇▇▇▇▇▇▇ Entertainment signs a Management Agreement Guaranty in respect thereof in substantially the same form and substance as the Borrower Management Fee Subordination Agreement and Borrower Management Agreement Guaranty; provided that any Additional Management Agreement entered into pursuant to this clause (iv) may also contain provisions by which additional Loan Parties, Hotel/Casino Facilities and Tavern Businesses may be added after the execution of such Additional Management Agreement by joinder, in form and substance reasonably satisfactory to the Administrative Agent, and any Management Fee Subordination Agreement and Management Agreement Guaranty entered into in connection with the execution of such Additional Management Agreement is amended in connection with such joinder to include such additional Loan Party, Hotel/Casino Facility or Tavern Business.