Common use of Effect and Modification Clause in Contracts

Effect and Modification. (a) This Loan Agreement and the other Loan Documents exclusively and completely state the rights of the Lenders and the Borrower with respect to the Loans and the Collateral and supersedes all prior agreements, oral or written, with respect thereto. No Loan Document nor any of the terms thereof may be terminated, amended, supplemented, waived or modified without the written agreement or consent of Collateral Agent, the Borrower and the Required Lenders, and in the case of the FF&E Guaranty, or any definition used therein, the Guarantors affected thereby; provided, however, that Sections 13.1 and 13.16 hereof may not be terminated, amended, supplemented, waived or modified without the written agreement or consent of the Arrangers; and provided, further, that any termination, amendment, supplement, waiver or modification shall require the written agreement or consent of each Lender if such termination, amendment, supplement, waiver or modification would: (i) modify any of the provisions of this Section 13.5, change the definition of "Required Lenders" or modify or waive any provision of a Loan Document requiring action by each Lender; (ii) amend, modify, waive or supplement any of the provisions of Section 3.2, 3.3, 3.4, 3.5 or 3.8 of this Loan Agreement; (iii) reduce, modify, amend or waive any Fees or indemnities in favor of any Lender (other than increases thereof), including without limitation amounts payable pursuant to Section 12 (except that any Person may consent to any reduction, modification, amendment or waiver of any indemnity payable to it); (iv) modify (other than increases thereof), postpone, reduce or forgive, in whole or in part, any payment of principal or Interest (other than pursuant to the terms of the Loan Documents), or any Loan, Loan Balance or Commitment Fee (except that any Person may consent to any modification, postponement, reduction or forgiveness of any payment of any Fee payable to it) or, subject to clause (iii) above, any other amount payable to it under this Loan Agreement, or modify the definition or method of calculation of Interest (other than pursuant to the terms of the Loan Documents), Loans, Loan Balances, Commitment, Aggregate Commitment Amount (other than as permitted by Section 7.5(p)(iii)(B)(2)), Maturity Date, Commitment Period, Interest Rate Applicable Lender Margin or any other definition which would affect the amounts to be advanced or which are payable under the Loan Documents or extend, modify or amend the Loan Term; (v) release of any Lien granted by the Borrower, the Aircraft Trustee or World Travel under the Loan Documents or release the FF&E Guaranty or the Wynn Resorts FF&E Guaranty, except as provided in the Loan Documents or consent to the Collateral Agent's actions pursuant to Section 3.1.2 of the FF&E Intercreditor Agreement; or (vi) subject to Section 7.5(p)(iii)(B)(2), increase the Commitment of any Lender or subject such Lender to additional obligations. Notwithstanding the foregoing, neither the FF&E Guaranty, the Wynn Resorts FF&E Guaranty nor any of the terms thereof may be amended, modified or waived, unless such amendment, modification or waiver is in writing entered into by, or approved in writing by the Required Lenders, the Collateral Agent and the Guarantors. (b) The Borrower will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Lender as consideration for or as an inducement to the entering into by any Lender of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Lender then outstanding even if such Lender did not consent to such waiver or amendment.

Effect and Modification. (a) This Loan Agreement and the other Loan Documents Lease exclusively and ----------------------- completely state states the rights of the Lenders Agent, Lessors and the Borrower Lessee with respect to the Loans granting of the Security Interest and the Collateral all other transactions contemplated by this Lease, and supersedes all prior agreements, oral or written, with respect thereto. No Loan Document nor , including, without limitation, any of the terms thereof may be terminated, amended, supplemented, waived or modified without the written agreement or consent of Collateral Agent, the Borrower confidentiality agreements between Lessee and the Required Lenders, any Lessor executed in connection with and in the case of the FF&E Guaranty, or any definition used therein, the Guarantors affected thereby; provided, however, that Sections 13.1 and 13.16 hereof may not be terminated, amended, supplemented, waived or modified without the written agreement or consent of the Arrangers; and provided, further, that any termination, amendment, supplement, waiver or modification shall require the written agreement or consent of each Lender if such termination, amendment, supplement, waiver or modification would: (i) modify any of the provisions contemplation of this Lease. Except as otherwise provided in Section 13.5, change the definition of "Required Lenders" or modify or waive any provision of a Loan Document requiring action by each Lender; (ii) amend, modify, waive or supplement any of the provisions of Section 3.2, 3.3, 3.4, 3.5 or 3.8 of this Loan Agreement; (iii) reduce, modify, amend or waive any Fees or indemnities in favor of any Lender (other than increases thereof3.2(c), including without limitation amounts payable pursuant to Section 12 (except that any Person may consent to any reductionno variation, modification, amendment or waiver of -------------- this Lease or any indemnity payable other Operative Document shall be valid unless in writing and signed by Agent with the written consent of the Required Lessors and by ▇▇▇▇▇▇. Except as otherwise provided in Section 3.2(c) and in the next sentence, no -------------- variation, modification, amendment or waiver of this Lease or any other Operative Document purporting to it); (ivi) modify (other than increases thereof), postpone, reduce or forgive, in whole or in part, any payment of principal Rent, Lease Balance, Administrative Charge, interest or Interest (other than pursuant to the terms of the Loan Documents), or any Loan, Loan Balance or Commitment Fee (except that any Person may consent to any modification, postponement, reduction or forgiveness of any payment of any Fee payable to it) or, subject to clause (iii) above, any other amount payable to it under this Loan Agreementhereunder, or modify the definition (including the definition of any defined term used in any such definition), or method of calculation calculation, of Interest any payment of Rent, Lease Balance, Administrative Charge, interest or other amount payable hereunder, (other than pursuant to ii) release any Collateral granted hereunder (except as expressly provided in Sections 5.4, 6.1(a) or (b), 11.2, ------------ ------ --- ---- 11.3, 11.4 and 15.2), or (iii) modify this sentence or the terms definition of ---- ---- ----- "Required Lessors" shall be valid unless in writing and signed by Agent with the consent of all Lessors. No variation, modification, amendment or waiver of any Certificate shall be valid unless in writing and signed by Agent with the consent of the Loan Documents)registered holder of such Certificate. No variation, Loansmodification, Loan Balancesamendment, Commitmentwaiver or other change to any of Section 2.9, Aggregate Commitment Amount (other than as permitted by Section 7.5(p)(iii)(B)(2))2.10, Maturity Date----------- ---- 10.1, Commitment Period, Interest Rate Applicable Lender Margin or any other definition which would affect the amounts to be advanced or which are payable under the Loan Documents or extend, modify or amend the Loan Term; (v) release of applicable definitions in this Lease that may negatively impact any Lien granted by the Borrower, the Aircraft Trustee or World Travel under the Loan Documents or release the FF&E Guaranty or the Wynn Resorts FF&E Guaranty, except as provided in the Loan Documents or consent to the Collateral Agent's actions pursuant to Section 3.1.2 ---- of the FF&E Intercreditor Agreement; or (vi) subject to Section 7.5(p)(iii)(B)(2), increase Lessors shall be valid unless in writing and signed by Agent with the Commitment consent of any Lender or subject such Lender to additional obligations. Notwithstanding the foregoing, neither the FF&E Guaranty, the Wynn Resorts FF&E Guaranty nor any all of the terms thereof may be amended, modified or waived, unless such amendment, modification or waiver is in writing entered into by, or approved in writing by the Required Lenders, the Collateral Agent and the GuarantorsLessors. (b) The Borrower will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Lender as consideration for or as an inducement to the entering into by any Lender of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Lender then outstanding even if such Lender did not consent to such waiver or amendment.

Effect and Modification. (a) This Loan Agreement and the other Loan Documents exclusively and completely state the rights of the Lenders and the Borrower with respect to the Loans and the Collateral and supersedes all prior agreements, oral or written, with respect thereto. No Loan Document nor any of the terms thereof may be terminated, amended, supplemented, waived or modified without the written agreement or consent of Collateral Agent, the Borrower and the Required Lenders, and in the case of the FF&E Guaranty, or any definition used therein, the Guarantors affected thereby; provided, however, that Sections 13.1 and 13.16 hereof may not be terminated, amended, supplemented, waived or modified without the written agreement or consent of the Arrangers; and provided, further, that any termination, amendment, supplement, waiver or modification shall require the written agreement or consent of each Lender if such termination, amendment, supplement, waiver or modification would: (i) modify any of the provisions of this Section 13.5, change the definition of "Required Lenders" or modify or waive any provision of a Loan Document requiring action by each Lender; (ii) amend, modify, waive or supplement any of the provisions of Section 3.2, 3.3, 3.4, 3.5 or 3.8 of this Loan Agreement; (iii) reduce, modify, amend or waive any Fees or indemnities in favor of any Lender (other than increases thereof), including without limitation amounts payable pursuant to Section 12 (except that any Person may consent to any reduction, modification, amendment or waiver of any indemnity payable to it); (iv) modify (other than increases thereof), postpone, reduce or forgive, in whole or in part, any payment of principal or Interest (other than pursuant to the terms of the Loan Documents), or any Loan, Loan Balance or Commitment Fee (except that any Person may consent to any modification, postponement, reduction or forgiveness of any payment of any Fee payable to it) or, subject to clause (iiic) above, any other amount payable to it under this Loan Agreement, or modify the definition or method of calculation of Interest (other than pursuant to the terms of the Loan Documents), Loans, Loan Balances, Commitment, Aggregate Commitment Amount (other than as permitted by Section 7.5(p)(iii)(B)(2)), Maturity Date, Commitment Period, Interest Rate Applicable Lender Margin or any other definition which would affect the amounts to be advanced or which are payable under the Loan Documents or extend, modify or amend the Loan Term; (v) release of any Lien granted by the Borrower, the Aircraft Trustee or World Travel under the Loan Documents or release the FF&E Guaranty or the Wynn Resorts FF&E Guaranty, except as provided in the Loan Documents or consent to the Collateral Agent's actions pursuant to Section 3.1.2 of the FF&E Intercreditor AgreementDocuments; or (vi) subject to Section 7.5(p)(iii)(B)(2), increase the Commitment of any Lender or subject such Lender to additional obligations. Notwithstanding the foregoing, neither the FF&E Guaranty, the Wynn Resorts FF&E Guaranty nor any of the terms thereof may be amended, modified or waived, unless such amendment, modification or waiver is in writing entered into by, or approved in writing by the Required Lenders, the Collateral Agent and the Guarantors. (b) The Borrower will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Lender as consideration for or as an inducement to the entering into by any Lender of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Lender then outstanding even if such Lender did not consent to such waiver or amendment.

Effect and Modification. (a) This Loan Agreement and the other Loan Operative Documents exclusively and completely state states the rights of the Lenders and the Borrower with respect to the Loans and the Collateral Mortgaged Property and supersedes all prior agreements, oral or written, with respect thereto. No Loan Operative Document nor any of the terms thereof may be terminated, amended, supplemented, waived or modified without the written agreement or consent of Collateral Agent, the Borrower and the Required Lenders, and in the case of the FF&E Parent Guaranty, the Constituent Company Guaranty or any definition used therein, the Guarantors affected thereby; provided, however, that Sections 13.1 12.1 and 13.16 12.16 hereof may not be terminated, amended, supplemented, waived or modified without the written agreement or consent of the ArrangersArranger; and provided, further, that any termination, amendment, supplement, waiver or modification shall require the written agreement or consent of each Lender if such termination, amendment, supplement, waiver or modification would: (ia) modify any of the provisions of this Section 13.512.5, change the definition of "Required Lenders" or modify or waive any provision of a Loan an Operative Document requiring action by each Lender; (iib) amend, modify, waive or supplement any of the provisions of Section 3.2, 3.3, 3.4, 3.5 4.5 or 3.8 4.6 of this Loan Agreement; (iiic) reduce, modify, amend or waive any Fees fees or indemnities in favor of any Lender (other than increases thereof)Lender, including without limitation amounts payable pursuant to Section 12 11 (except that any Person may consent to any reduction, modification, amendment or waiver of any indemnity payable to it); (ivd) modify (other than increases thereof)modify, postpone, reduce or forgive, in whole or in part, any payment of principal or Interest (other than pursuant to the terms of the Loan Operative Documents), or any Loan, Loan or Loan Balance or Commitment Fee (except that any Person may consent to any modification, postponement, reduction or forgiveness of any payment of any Fee payable to it) or, subject to clause (iiic) above, any other amount payable to it under this Loan Agreement, or modify the definition or method of calculation of Interest (other than pursuant to the terms of the Loan Operative Documents), Loans, Loans or Loan Balances, Commitment, Aggregate Commitment Amount (other than as permitted by Section 7.5(p)(iii)(B)(2)), Maturity Date, Commitment Period, Interest Rate Applicable Lender Margin Balances or any other definition which would affect the amounts to be advanced or which are payable under the Loan Operative Documents or extend, modify or amend the Loan Term; (ve) release of any Lien granted by the Borrower, the Aircraft Trustee or World Travel Borrower under the Loan Operative Documents or release the FF&E Parent Guaranty or the Wynn Resorts FF&E Constituent Companies Guaranty, except as provided in the Loan Documents or consent to the Collateral Agent's actions pursuant to Section 3.1.2 of the FF&E Intercreditor AgreementOperative Documents; or (vif) subject to Section 7.5(p)(iii)(B)(2), increase the Commitment of any Lender or subject such Lender to additional obligations. Notwithstanding the foregoing, neither the FF&E Guaranty, Parent Guaranty or the Wynn Resorts FF&E Constituent Companies Guaranty nor any of the terms thereof may be amended, modified or waived, unless such amendment, modification or waiver is in writing entered into by, or approved in writing by the Required Lenders, the Collateral Agent and the Guarantors. (b) The Borrower will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Lender as consideration for or as an inducement to the entering into by any Lender of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Lender then outstanding even if such Lender did not consent to such waiver or amendment."

Effect and Modification. (a) This Loan Agreement and the other Loan Operative Documents exclusively and completely state states the rights of the Lenders and the Borrower with respect to the Loans and the Collateral Mortgaged Property and supersedes all prior agreements, oral or written, with respect thereto. No Loan Operative Document nor any of the terms thereof may be terminated, amended, supplemented, waived or modified without the written agreement or consent of Collateral Agent, the Borrower and the Required Lenders, and in the case of the FF&E Parent Guaranty, the Constituent Company Guaranty or any definition used therein, the Guarantors affected thereby; provided, however, that Sections 13.1 SECTIONS 12.1 and 13.16 12.16 hereof may not be terminated, amended, supplemented, waived or modified without the written agreement or consent of the ArrangersArranger; and provided, further, that any such termination, amendment, supplement, waiver or modification shall require the written agreement or consent of each Lender if such termination, amendment, supplement, waiver or modification would: (ia) modify any of the provisions of this Section 13.5SECTION 12.5, change the definition of "Required Lenders" or modify or waive any provision of a Loan an Operative Document requiring action by each Lender; (iib) amend, modify, waive or supplement any of the provisions of Section 3.2, 3.3, 3.4, 3.5 SECTION 4.5 or 3.8 4.6 of this Loan Agreement; (iiic) reduce, modify, amend or waive any Fees fees or indemnities in favor of any Lender (other than increases thereof)Lender, including without limitation amounts payable pursuant to Section 12 SECTION 11 (except that any Person may consent to any reduction, modification, amendment or waiver of any indemnity payable to it); (ivd) modify (other than increases thereof)modify, postpone, reduce or forgive, in whole or in part, any payment of principal or Interest (other than pursuant to the terms of the Loan Operative Documents), or any Loan, Loan or Loan Balance or Commitment Fee (except that any Person may consent to any modification, postponement, reduction or forgiveness of any payment of any Fee payable to it) or, subject to clause (iiic) above, any other amount payable to it under this Loan Agreement, or modify the definition or method of calculation of Interest (other than pursuant to the terms of the Loan Operative Documents), Loans, Loans or Loan Balances, Commitment, Aggregate Commitment Amount (other than as permitted by Section 7.5(p)(iii)(B)(2)), Maturity Date, Commitment Period, Interest Rate Applicable Lender Margin Balances or any other definition Giant Yorktown, Inc. Loan Agreement which would affect the amounts to be advanced or which are payable under the Loan Operative Documents or extend, modify or amend the Loan Term;; or (ve) release of any Lien granted by the Borrower, the Aircraft Trustee or World Travel Borrower under the Loan Operative Documents or release the FF&E Parent Guaranty or the Wynn Resorts FF&E Constituent Companies Guaranty, except as provided in the Loan Documents or consent to the Collateral Agent's actions pursuant to Section 3.1.2 of the FF&E Intercreditor Agreement; or (vi) subject to Section 7.5(p)(iii)(B)(2), increase the Commitment of any Lender or subject such Lender to additional obligationsOperative Documents. Notwithstanding the foregoing, neither the FF&E Guaranty, Parent Guaranty or the Wynn Resorts FF&E Constituent Companies Guaranty nor any of the terms thereof may be amended, modified or waived, unless such amendment, modification or waiver is in writing entered into by, or approved in writing by the Required Lenders, the Collateral Agent and the Guarantors. (b) The Borrower will not directly . Notwithstanding the foregoing or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Lender as consideration for or as an inducement anything contained in the Operative Documents to the entering contrary, the Borrower and the Guarantors agree to enter into any amendment or modification to the Operative Documents requested by any Lender of any waiver or amendment of any the Arranger in connection with the syndication of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on Notes by the same terms, ratably to each Lender then outstanding even if such Lender did not consent to such waiver or amendmentArranger.