JV Operating Agreement means that certain Operating Agreement of the JV Entity, adopted pursuant to that certain Contribution and Adoption Agreement, dated as of December 13, 2000, among the JV Entity, Seller and Purchaser, together with the amendments thereto pursuant to that certain Agreement, dated as of February 26, 2010, among the JV Entity, Seller, Boyd, MGM Member and Purchaser (as successor-in-interest to MGM Mirage), a Delaware corporation, as supplemented by that certain Joinder Agreement, dated as of September 30, 2014, by and between Seller, MGM Member and the JV Entity.
The Company will not, and will not permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (a) its certificate of incorporation, bylaws or other organizational documents (including but not limited to the JV Operating Agreement) in a manner that in the aggregate are materially adverse to the interests of the Lenders in their capacities as lenders, or (b) any Material Agreement in a manner that results in, or could reasonably be expected to result in, a Material Adverse Effect.
Unless otherwise defined in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this Agreement.
As such, the Parties agree that a Party shall be entitled to injunctive relief and other equitable remedies in the event of any breach or threatened breach of Section 2.5 of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement.
The Steering Committee role will be as defined in Section 5.15 of the China JV Operating Agreement.
Unless otherwise defined in this Agreement, terms defined in the JV Operating Agreement shall have the same meanings when used in this Agreement.