Common use of Operation of Property Clause in Contracts

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner to operate the Properties, in all material respects, in accordance with the Management Agreements (or Replacement Management Agreements, as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicable. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner to operate cause Operating Lessee to cause the PropertiesProperties to be operated, in all material respects, in accordance with the Trademark License Agreements and the Management Agreements Agreement. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower and Property Owner to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Property Owner to cause Operating Lessee to promptly enter into a Replacement Management AgreementsAgreement with Manager or another Qualified Manager, as applicable). In the event that any Management Agreement expires or Trademark License is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Trademark License Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Property Owner to cause Operating Lessee to promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicableTrademark License Agreement. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner to cause Operating Lessee to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements Agreement and the Franchise Agreements Trademark License Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any the Management Agreement or Franchise and the Trademark License Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it Mortgage Borrower under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the material covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement and IP Owner under the Trademark License Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower or Operating Lessee and Baltimore Owner Manager to operate the PropertiesProperty to be operated, in all material respects, in accordance with the Operating Lease and Management Agreements Agreement (or Replacement Management Agreements, as applicableAgreement). In the event that the Operating Lease expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Operating Lease in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower or Operating Lessee to promptly enter into a Management Agreement with Manager. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly shall, cause Mortgage Borrower and Baltimore Owner to or Operating Lessee to, promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Mortgage Borrower and Baltimore Owner or Operating Lessee, as applicable, to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements Operating Lease and the Franchise Agreements Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly after they become aware, notify Lender of any material default under any the Operating Lease or the Management Agreement or Franchise Agreement of which it is awareAgreement; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, written notice, written report and written estimate received by it under any the Operating Lease or the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Operating Lessee under the Operating Lease and/or by Manager under each the Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner Operating Lessee to operate the Properties, Properties in all material respects, in accordance with the each Management Agreements (or Replacement Management Agreements, as applicable)Agreement and each Franchise Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any each Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any each Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall shall: (i) cause Mortgage Borrower and Baltimore Owner to: (i) Operating Lessee to promptly perform and/or observe, in all material respects, all of the covenants and agreements agreements, including, without limitation, any PIP Requirements required to be performed and observed by it under the each Management Agreements Agreement and the each Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Agreement or and any Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it Mortgage Borrower under any each Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) To the extent there is then a Management Agreement in place with respect to such Individual Property, Borrower shall cause Mortgage the related Individual Senior Borrower and Baltimore Owner to operate cause the Propertiesapplicable Individual Property to be operated, in all material respects, in accordance with the Management Agreements Agreement (or Replacement Management Agreements, Agreement) as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Senior Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorManager, as applicableapplicable to the extent the entry into a Replacement Management Agreement is necessary in order to comply with the terms of the Leases at such Individual Property or otherwise in Senior Borrower’s or Borrower’s good faith business judgement. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner toshall: (i) cause Senior Borrower to promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) cause Senior Borrower to promptly deliver to Lender a copy of each material financial statement, business plan, capital expenditures plan, noticenotice of default or termination, and report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Senior Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the material covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner each of the Properties to operate the Propertiesbe operated, in all material respects, in accordance with the Management Agreements 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 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 Loan and the Mezzanine Loan, 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 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 Replacement Management Agreementscause Operating Company to deliver to Lender) such evidence of compliance (by Borrower, Operating Company and each Individual Property) with all Legal Requirements, including Gaming Laws as applicable)shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Operating Company 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 any of the Properties. Borrower shall immediately notify Lender if it or Operating Company believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s or Operating Company’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower or Operating Company, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower or Operating Company, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower or Operating Company alleging or relating to the material non-compliance by Borrower or Operating Company with any Legal Requirements, including Gaming Laws. (e) In the event that any Management Agreement expires of the Operating Leases expire or is are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with of the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement replacement Operating Lease (in form and substance satisfactory to Lender) with Franchisor Operating Company or Qualified Franchisoranother operating company reasonably satisfactory to Lender, provided Borrower will obtain a Rating Agency Confirmation as applicable.a condition to the effectiveness of such replacement Operating Lease and that Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty, (bf) Borrower shall cause Mortgage Borrower and Baltimore Owner toshall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Operating Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Agreement Operating Lease or Franchise Agreement Operating Lease Guaranty of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreementeach Operating Lease; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the material covenants and agreements required to be performed and/or observed by Manager each Operating Company under each Management AgreementOperating Lease and by each Guarantor (Operating Lease) under each Operating Lease Guaranty, in a commercially reasonable manner. (cg) Borrower shall cause Mortgage Borrower the Hotel Components to be at all times open for business as a hotel and Baltimore Owner the Casino Components to expend be open for Capital Expenditures business as a casino, except to the extent necessary to undertake any alterations or repairs (including subject to the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive provisions of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, this Agreement with respect to the performance of any such alterations or repairs). Borrower shall cause each Individual Property to be at all Properties times operated, managed and maintained, at all times and in the aggregate, manner and accordance with the Minimum Aggregate Cap Ex Amount on or prior standards required pursuant to the Initial Maturity DateOperating Leases and all applicable Legal Requirements in all material respects. (h) If Borrower shall be in material default under any Operating Lease, then, subject to receipt the terms of such Operating Lease, Borrower shall (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), to cause the default or defaults under such Operating Lease to be remedied and otherwise exercise any and all rights of Borrower under such Operating Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Borrower under any Operating Lease shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Borrower under such Operating Lease. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Mortgage. (i) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any required lender approvals and Unavoidable Delays. Any amounts financed material default by any party to any Operating Lease or any Operating Lease Guaranty, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the proceeds passage of Replacement Reserve Fund time or service of notice, or both, would constitute a material default by any party under any Operating Lease or any Operating Lease Guaranty, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease or any Operating Lease Guaranty noting or claiming the occurrence of any material default by Borrower under such Operating Lease or such Operating Lease Guaranty. (j) Borrower shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to each of the Properties. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to any Operating Lease, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease, or to preserve any rights of Borrower whatsoever in respect of any part of any Operating Lease (and the above powers granted to Lender are coupled with an interest and shall be credited against irrevocable). (k) With respect to any Operating Lease or any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the Minimum Aggregate Cap Ex Amount following: (A) a statement that such Operating Lease or such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications, (B) a statement that Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Lease r the Operating Lease Guaranty as Lender shall reasonably request. (l) With respect to any Operating Lease, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company containing the following: (A) a statement that such Operating Lease is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge, the Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to Operating Company, any Operating Lease and/or any Operating Lease Guaranty as Lender shall reasonably request. (m) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request. (n) Each Operating Lease and any and all rights and interests (whether ▇▇▇▇▇▇ or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held, by any Operating Company thereunder or otherwise are and shall be in all respects subordinate and inferior to the liens and security interests created, or to be expended created, for the benefit of Lender, and securing the repayment of the Note and the performance of the obligations under the Loan Agreement and the other Loan Documents. (o) Upon the occurrence of an Event of Default under the Loan Documents, Operating Company shall, at the request of Lender, continue to perform all of Operating Company’s obligations under the terms of the Operating Leases. Further, upon and after foreclosure, deed in lieu of foreclosure or other similar transfer of any of the Properties to Lender, its designee or nominee, Operating Company shall not exercise any right to terminate the Operating Lease other than due to any default or breach by Lender, its designee or nominee first occurring thereafter pursuant to the terms of the Operating Lease and, at the request of Lender, shall continue to operate and manage any one or more of the Properties and maintain all applicable Gaming Approvals with respect thereto, either in accordance with this Section 5.1.22(c)the terms of the Operating Lease or pursuant to a replacement operating lease (or, to the extent permitted by applicable Legal Requirements, a management agreement) in form and substance reasonably acceptable to Lender provided that (i) to the extent such credit continued operation is conducted pursuant to the Operating Lease, Operating Company shall be limited obligated to an amount not pay the rental rate specified therein, (ii) to exceed two percent the extent such continued operation is conducted pursuant to a management agreement in accordance with applicable Legal Requirements, Lender, its designee or nominee shall pay to Operating Company a then market rate management fee which is reasonable and customary for similar properties in similar locations as the Individual Property in question, and (2%iii) all other terms and arrangements shall be usual and customary for similar properties in similar locations as such Individual Property and, to the extent required under applicable Gaming Laws, subject to the prior review and/or approval of the Gross Income from Operations for Gaming Authorities. In addition, upon the occurrence of an Event of Default under the Loan Documents, and promptly upon receipt of a written request therefor, each Operating Company shall deliver to Lender copies of all customer lists in each such Operating Company’s possession (relating to each of the casinos and the hotels at each of the Properties, as applicable). (p) Notwithstanding the foregoing or any provision hereof or of any of the Loan Documents to the contrary, at any time after foreclosure, deed in lieu of foreclosure or other similar transfer of any Individual Property to Lender, its designee or nominee, at the option of Lender exercised by written notice to Operating Company, Lender, its designee or nominee shall have the right to terminate the Operating Lease and/or, if applicable, any Management Agreement with Operating Company without penalty or termination fee (except that Operating Company shall be entitled to receive any unpaid amounts that relate to the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Creditsuch termination) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds foregoing, Operating Company shall transfer its responsibility for the management of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced to a replacement operator selected by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual PropertyLender. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner the Property to operate the Propertiesbe operated, in all material respects, in accordance with the applicable Management Agreements (Agreement or Replacement Management AgreementsAgreement, as applicable). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor or another Qualified FranchisorManager. In the event that the applicable Rating Agency has not responded within thirty (30) days after delivery to it of a request to approve a Replacement Management Agreement and a Qualified Manager, as applicabletogether with all information and materials necessary to consider such request, such Replacement Management Agreement and Qualified Manager shall be deemed approved if such request shall conspicuously state, in large bold type, that “PURSUANT TO SECTION 5.1.22(a) OF THE LOAN AGREEMENT ENTERED BY CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. AND INLAND DIVERSIFIED LAS VEGAS EASTERN BELTWAY, L.L.C., THE MATTER DESCRIBED HEREIN SHALL BE DEEMED APPROVED IF RATING AGENCY DOES NOT RESPOND TO THE CONTRARY WITHIN 30 DAYS OF LENDER’S RECEIPT OF THIS WRITTEN NOTICE.” (b) Borrower shall cause Mortgage Borrower and Baltimore Owner toshall: (i) promptly perform and/or observe, observe (or cause the performance and observance) in all material respects, respects all of the covenants and agreements required to be performed and observed by it and Manager, as applicable, under the applicable Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its Borrower’s material rights thereunder, as applicable; (ii) promptly notify Lender of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, in a commercially reasonable manner. (c) Borrower If (i) an Event of Default occurs and is continuing, (ii) the Manager shall cause Mortgage Borrower and Baltimore Owner to expend be the subject of a Bankruptcy Action or become insolvent, (iii) fifty percent (50%) or more of the direct or indirect ownership interest in Manager has changed or Control of Manager has changed, in each event from what it was on the Closing Date, (iv) a default occurs under the Management Agreement that remains uncured for Capital Expenditures a period of ninety (including 90) days, (v) if the Capital Expenditures identified in Section 5.1.22(d) belowManager becomes the subject of a Bankruptcy Action, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3vi) Replacement Reserve Fund except as provided in the next sentence) not less thancommission of fraud, with respect to all Properties in gross negligence, willful misconduct or misappropriation of funds by Manager, Borrower shall, at the aggregaterequest of Lender, terminate the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended Management Agreement in accordance with this Section 5.1.22(c)its terms and the Assignment of Management Agreement and replace Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, provided it being understood and agreed that the management fee for such credit replacement Manager shall be limited to an amount not to exceed two then prevailing market rates (and in any event such Manager shall not receive more than four and one-half percent (24.5%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit per annum with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal respect to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but Property subject to Section 5.1.22(dsuch Replacement Management Agreement)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower All Material Agreements shall cause Mortgage Borrower to expend, be subject to Unavoidable Delaysthe prior review and approval, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months not to be unreasonably withheld, of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereofLender.

Operation of Property. (a) Borrower shall, shall cause Mortgage Borrower to and Baltimore Owner shall cause Mortgage Borrower to operate use commercially reasonable efforts to cause CPLV Tenant to, cause the PropertiesProperty to be operated, in all material respects, in accordance with the CPLV Lease, the Management Agreements Agreement and all other CPLV Lease Documents and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner and standard consistent in all material respects with their respective use as of the Closing Date. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to maintain, in all material respects, all Operating Permits in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or Replacement Management Agreements, as applicableadvisable for the conduct of CPLV Tenant’s business in accordance with the terms of the CPLV Lease and hereunder). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain LenderAdministrative Agent’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorReplacement Manager, as applicable, or upon the prior written consent of Administrative Agent, not to be unreasonably withheld, conditioned or delayed, enter into a Replacement Structure. (b) Borrower shall, and shall cause Mortgage Borrower to, at all times cause the Property to be licensed, operated and Baltimore Owner branded by Manager as a “Caesars Palace” property pursuant to the Management Agreement. Without the prior written consent of Administrative Agent in its sole discretion, Borrower shall not, shall not permit Mortgage Borrower to and shall not permit Mortgage Borrower to permit CPLV Tenant to: , (i) rebrand the Property or operate the Property under another flag or brand or as an unbranded property, or (ii) operate the Property under any name other than “Caesars Palace Las Vegas”. (c) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Administrative Agent makes a request therefor, promptly provide Administrative Agent with copies of all such bonds). (d) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Loan, the Mortgage Loan and the other Mezzanine Loans, and shall deliver copies of such filings as Administrative Agent shall reasonably request to Administrative Agent, promptly upon request. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses with respect to the Property or the operations thereof. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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. (e) Upon the written request of Administrative Agent, Borrower shall (i) deliver to Administrative Agent such evidence of compliance (by Mortgage Borrower, Borrower and the Collateral) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent and (ii) cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver to Administrative Agent such evidence of compliance (by CPLV Tenant and the Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent. Borrower shall promptly deliver to Administrative Agent 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 the Property, in each case received by Mortgage Borrower or its Affiliates, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver such notices to Lender in accordance with the terms of the CPLV Lease. Borrower shall promptly notify Administrative Agent if it believes has knowledge of, or has received notice, that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend any of Borrower’s, Mezzanine B Borrower’s, Mezzanine A Borrower’s, Mortgage Borrower’s or CPLV Tenant’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mezzanine B Borrower, Mezzanine A Borrower, Mortgage Borrower or CPLV Tenant, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Mezzanine B Borrower, Mezzanine A Borrower, Mortgage Borrower or CPLV Tenant. (f) Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause CPLV Tenant to, cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any Alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such Alterations or repairs) or any Permitted Operation Interruption (as defined in the CPLV Lease). Borrower shall cause Mortgage Borrower to, or shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, cause the Property to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the CPLV Lease and all applicable Legal Requirements, including Gaming Laws in all material respects. (g) In the event that Mortgage Borrower shall enter into a Replacement Management Agreement with respect to the Property in accordance with the terms hereunder, such Management Agreement shall (i) be with a Qualified Manager, and (ii) be entered into on an arms’ length basis and on commercially reasonable and market terms and in form and substance reasonably acceptable to Administrative Agent. (h) Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender Administrative Agent of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, Agreement in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall, shall cause Mortgage Borrower to and Baltimore Owner shall cause Mortgage Borrower to operate use commercially reasonable efforts to cause CPLV Tenant to, cause the PropertiesProperty to be operated, in all material respects, in accordance with the CPLV Lease, the Management Agreements Agreement and all other CPLV Lease Documents and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner and standard consistent in all material respects with their respective use as of the Closing Date. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to maintain, in all material respects, all Operating Permits in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or Replacement Management Agreements, as applicableadvisable for the conduct of CPLV Tenant’s business in accordance with the terms of the CPLV Lease and hereunder). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain LenderAdministrative Agent’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorReplacement Manager, as applicable, or upon the prior written consent of Administrative Agent, not to be unreasonably withheld, conditioned or delayed, enter into a Replacement Structure. (a) Borrower shall, and shall cause Mortgage Borrower to, at all times cause the Property to be licensed, operated and branded by Manager as a “Caesars Palace” property pursuant to the Management Agreement. Without the prior written consent of Administrative Agent in its sole discretion, Borrower shall not, shall not permit Mortgage Borrower to and shall not permit Mortgage Borrower to permit CPLV Tenant to, (i) rebrand the Property or operate the Property under another flag or brand or as an unbranded property, or (ii) operate the Property under any name other than “Caesars Palace Las Vegas”. (b) Borrower shall, shall cause Mortgage Borrower to and Baltimore Owner shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Administrative Agent makes a request therefor, promptly provide Administrative Agent with copies of all such bonds). (c) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Loan, the Mortgage Loan and the other Mezzanine Loans, and shall deliver copies of such filings as Administrative Agent shall reasonably request to Administrative Agent, promptly upon request. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses with respect to the Property or the operations thereof. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 the written request of Administrative Agent, Borrower shall (i) deliver to Administrative Agent such evidence of compliance (by Mortgage Borrower, Borrower and the Collateral) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent and (ii) cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver to Administrative Agent such evidence of compliance (by CPLV Tenant and the Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent. Borrower shall promptly deliver to Administrative Agent 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 the Property, in each case received by Mortgage Borrower or its Affiliates, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver such notices to Lender in accordance with the terms of the CPLV Lease. Borrower shall promptly notify Administrative Agent if it believes has knowledge of, or has received notice, that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend any of Borrower’s, Mortgage Borrower’s or CPLV Tenant’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower or CPLV Tenant, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Mortgage Borrower or CPLV Tenant. (e) Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause CPLV Tenant to, cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any Alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such Alterations or repairs) or any Permitted Operation Interruption (as defined in the CPLV Lease). Borrower shall cause Mortgage Borrower to, or shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, cause the Property to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the CPLV Lease and all applicable Legal Requirements, including Gaming Laws in all material respects. (f) In the event that Mortgage Borrower shall enter into a Replacement Management Agreement with respect to the Property in accordance with the terms hereunder, such Management Agreement shall (i) be with a Qualified Manager, and (ii) be entered into on an arms’ length basis and on commercially reasonable and market terms and in form and substance reasonably acceptable to Administrative Agent. (g) Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender Administrative Agent of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, Agreement in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Equity Owner shall cause Operating Lessee to operate the Properties, in all material respects, in accordance with the Management Agreements Agreement (or Replacement Management Agreements, Agreement) as applicable). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement)terminated, the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Equity Owner shall cause Operating Lessee to promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicable. (b) Borrower shall cause Mortgage Borrower and Baltimore Equity Owner shall cause Operating Lessee to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it Mortgage Borrower and Operating Lessee under the Management Agreements and the Franchise Agreements Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in all material respects of all of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, in a commercially reasonable manner. (c) With respect to the Properties self-managed by Borrower, Mortgage Borrower or its Affiliates as of the Closing Date, the applicable Borrower or Mortgage Borrower shall cause not engage any property manager with respect to any such Property or enter into any property management agreement with respect to any such Property without Lender’s prior written consent, which consent may not be unreasonably withheld or delayed but may be conditioned upon, among other things, the execution and delivery of a Replacement Management Agreement and amendments to the Loan Documents reasonably requested by Lender to evidence the same. Notwithstanding the foregoing, Borrower or Mortgage Borrower and Baltimore Owner may engage a Qualified Manager with respect to expend for Capital Expenditures (including such Properties without the Capital Expenditures identified in Section 5.1.22(d) belowprior written consent of Lender, but exclusive provided that Borrower or Mortgage Borrower shall provide to Lender reasonable prior written notice of any Capital Expenditures financed with the proceeds identity of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less thansuch Qualified Manager and, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent clause (2%b) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such defined term “Qualified Manager,” evidence reasonably required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of property manager is a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual PropertyQualified Manager. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower 11.%2.%3.%4. Borrower, Mortgage Borrower, Operating Company and Manager shall cause Mortgage Borrower and Baltimore Owner the Property to operate the Propertiesbe operated, in all material respects, in accordance with the applicable Operating Lease (or Replacement Operating Lease) and the Management Agreements Agreement (or Replacement Management AgreementsAgreement). In the event that the Operating Lease expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower to obtain Lender’s consent to any termination or modification of the Operating Lease in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a Replacement Operating Lease with Operating Company or another Qualified Operator, as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower to obtain Lender’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to Operating Company to, promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to Operating Company to, promptly enter into a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner to: (i) promptly perform and/or observe, or operate the Property without a Franchise Agreement provided that the Property is operated in all material respects, all the same manner the Property was operated as of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Closing Date. Notwithstanding anything contained in this Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Datecontrary, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with at the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension expiration of the term of the Operating Lease, Borrower may cause Mortgage Loan pursuant Borrower to Section 2.7 of the Mortgage Loan Agreemententer, cash or cash equivalents (including a Letter of Credit) in and Operating Company may enter into an amount equal to the amount extension of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit Operating Lease for a five (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit5) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to year renewal term on the same terms and conditions as the expired Operating Lease, except that the Operating Rent may be modified solely to the extent necessary to enable AHT to maintain compliance with (and continue to comply with) the rules and regulations applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of it as a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount REIT (as such term is defined in the Mortgage Loan Agreement) Operating Lease as of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Closing Date), which Mortgage Borrower and Baltimore Owner on Capital Expenditures relating Operating Company intend to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard satisfy by reference to any amounts expended a transfer pricing report prepared by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Propertya “Big 4” accounting firm. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. Borrower and Lender acknowledge and agreed that no Property Management Agreement is in effect as of the Closing Date. On ten (10) Business Days’ prior written notice to Borrower, Lender may require Borrower, at Borrower’s sole cost and expense, to enter into a Management Agreement with an Affiliate of Borrower, on such commercially reasonable terms and conditions as shall be reasonably satisfactory to Lender, and Borrower shall cooperate with Lender with respect thereto, including, without limitation, executing and delivering to Lender an Assignment and Subordination of Management Agreement and, to the extent required by Lender, creating a new entity to serve as such Affiliated Manager. During the continuance of any period during which a Management Agreement (or Replacement Management Agreement) is in effect: (a) Borrower shall cause Mortgage Borrower and Baltimore Owner the Property to operate the Propertiesbe operated, in all material respects, in accordance with the Management Agreements Agreement (or Replacement Management Agreements, Agreement) as applicable). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to shall, commensurately with such expiration or termination, enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicable. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner toshall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage not, without Lender’s prior consent (which consent shall not be unreasonably withheld): (i) surrender, terminate or cancel the Management Agreement; provided, that Borrower and Baltimore Owner may replace the Manager so long as the replacement manager is a Qualified Manager pursuant to expend for Capital Expenditures a Replacement Management Agreement; (including the Capital Expenditures identified in Section 5.1.22(dii) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund reduce or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior consent to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension reduction of the term of the Mortgage Loan pursuant Management Agreement; (iii) increase or consent to Section 2.7 the increase of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund any charges under the Mortgage Loan Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Propertymaterial respect. (d) Following the occurrence and during the continuance of an Event of Default, Borrower shall cause Mortgage not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior consent of Lender, which consent may be withheld in Lender’s sole discretion. (e) Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months shall not commit or suffer any waste of the date hereof, (ii) $2,500,000 to replace back-up generators at Property or make any change in the El Con Individual Property within eighteen (18) months use of the date hereof and (iii) $1,200,000 to replace back-up generators at Property which will in any way materially increase the El San ▇▇▇▇ Individual Property within eighteen (18) months risk of fire or other hazard arising out of the date hereofoperation of the Property, or take any action that might invalidate or give cause for cancellation of any Policy, or do or permit to be done thereon anything that may in any way impair the value of the Property or the security for the Loan. Borrower will not, without the prior written consent of Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Property, regardless of the depth thereof or the method of mining or extraction thereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner to Grantor will operate the Properties, Property in all material respects, a good and workmanlike manner and in accordance with all Applicable Laws and will pay all fees or charges of any kind in connection therewith. Grantor will keep the Management Agreements (Property occupied so as not to impair the insurance carried thereon. Grantor will not use or Replacement Management Agreementsoccupy, as applicable)or allow the use or occupancy of, the Property in any manner which violates any Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto. In Grantor shall cause the event that Property to be at all times managed by a management agent, acceptable to the Noteholder, pursuant to a management agreement, in the form and substance acceptable the to the Noteholder. Grantor will not initiate or permit any Management Agreement expires zoning reclassification of the Property or is terminated (without limiting seek any obligation variance under existing zoning ordinances applicable to the Property or use or permit the use of Borrower to obtain Lender’s the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Applicable Laws. Grantor will not impose any restrictive covenants or encumbrances upon the Property, execute or file any subdivision plat affecting the Property or consent to the annexation of the Property to any termination municipality, without the prior written consent of the Noteholder. Grantor shall not cause or modification permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property. Grantor will not do or suffer to be done any act whereby the value of any Management Agreement in accordance with part of the terms and provisions of this Agreement), Property may be lessened. Grantor will allow the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner Noteholder or its authorized representative to enter into a Replacement Management Agreement with Manager the Property, after reasonable notice and during normal business hours, to inspect the Property and Grantor's books and records pertaining thereto and Grantor will assist the Noteholder or Qualified Manager, said representative as applicablereasonably necessary to make such inspection. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent Prior to any termination such inspection, Grantor shall provide the Noteholder with a current certified rent roll of all parties in possession and other data reasonably necessary for the Noteholder or modification of its representative to conduct its inspection. If Grantor receives a notice or claim from any Franchise Agreement federal, state or other governmental entity pertaining to the Property, including specifically but without limitation a notice that the Property is not in accordance compliance with the terms and provisions of this Agreement)any Applicable Law, Borrower shall cause Mortgage Borrower and Baltimore Owner to Grantor will promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicable. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender furnish a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund such notice or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior claim to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual PropertyNoteholder. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner each of the Properties to operate the Propertiesbe operated, in all material respects, in accordance with the Management Agreements 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 Loan and the Mezzanine Loan, 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 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 Replacement Management Agreementscause Operating Company to deliver to Lender) such evidence of compliance (by Borrower, Operating Company and each Individual Property) with all Legal Requirements, including Gaming Laws as applicable)shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Operating Company 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 any of the Properties. Borrower shall immediately notify Lender if it or Operating Company believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s or Operating Company’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower or Operating Company, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower or Operating Company, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower or Operating Company alleging or relating to the material non-compliance by Borrower or Operating Company with any Legal Requirements, including Gaming Laws. (e) In the event that any Management Agreement expires of the Operating Leases expire or is are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with of the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement replacement Operating Lease (in form and substance satisfactory to Lender) with Franchisor Operating Company or Qualified Franchisoranother operating company reasonably satisfactory to Lender, provided Borrower will obtain a Rating Agency Confirmation as applicable.a condition to the effectiveness of such replacement Operating Lease and that Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty, (bf) Borrower shall cause Mortgage Borrower and Baltimore Owner toshall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Operating Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Agreement Operating Lease or Franchise Agreement Operating Lease Guaranty of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreementeach Operating Lease; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the material covenants and agreements required to be performed and/or observed by Manager each Operating Company under each Management AgreementOperating Lease and by each Guarantor (Operating Lease) under each Operating Lease Guaranty, in a commercially reasonable manner. (cg) Borrower shall cause Mortgage Borrower the Hotel Components to be at all times open for business as a hotel and Baltimore Owner the Casino Components to expend be open for Capital Expenditures business as a casino, except to the extent necessary to undertake any alterations or repairs (including subject to the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive provisions of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, this Agreement with respect to the performance of any such alterations or repairs). Borrower shall cause each Individual Property to be at all Properties times operated, managed and maintained, at all times and in the aggregate, manner and accordance with the Minimum Aggregate Cap Ex Amount on or prior standards required pursuant to the Initial Maturity DateOperating Leases and all applicable Legal Requirements in all material respects. (h) If Borrower shall be in material default under any Operating Lease, then, subject to receipt the terms of such Operating Lease, Borrower shall (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), to cause the default or defaults under such Operating Lease to be remedied and otherwise exercise any and all rights of Borrower under such Operating Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Borrower under any Operating Lease shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Borrower under such Operating Lease. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Mortgage. (i) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any required lender approvals and Unavoidable Delays. Any amounts financed material default by any party to any Operating Lease or any Operating Lease Guaranty, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the proceeds passage of Replacement Reserve Fund time or service of notice, or both, would constitute a material default by any party under any Operating Lease or any Operating Lease Guaranty, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease or any Operating Lease Guaranty noting or claiming the occurrence of any material default by Borrower under such Operating Lease or such Operating Lease Guaranty. (j) Borrower shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to each of the Properties. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to any Operating Lease, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease, or to preserve any rights of Borrower whatsoever in respect of any part of any Operating Lease (and the above powers granted to Lender are coupled with an interest and shall be credited against irrevocable). (k) With respect to any Operating Lease or any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the Minimum Aggregate Cap Ex Amount following: (A) a statement that such Operating Lease or such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications, (B) a statement that Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Borrower’s knowledge, either the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Lease r the Operating Lease Guaranty as Lender shall reasonably request. (l) With respect to any Operating Lease, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company containing the following: (A) a statement that such Operating Lease is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge, the Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to Operating Company, any Operating Lease and/or any Operating Lease Guaranty as Lender shall reasonably request. (m) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request. (n) Each Operating Lease and any and all rights and interests (whether ▇▇▇▇▇▇ or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held, by any Operating Company thereunder or otherwise are and shall be in all respects subordinate and inferior to the liens and security interests created, or to be expended created, for the benefit of Lender, and securing the repayment of the Note and the performance of the obligations under the Loan Agreement and the other Loan Documents. (o) Upon the occurrence of an Event of Default under the Loan Documents, Operating Company shall, at the request of Lender, continue to perform all of Operating Company’s obligations under the terms of the Operating Leases. Further, upon and after foreclosure, deed in lieu of foreclosure or other similar transfer of any of the Properties to Lender, its designee or nominee, Operating Company shall not exercise any right to terminate the Operating Lease other than due to any default or breach by Lender, its designee or nominee first occurring thereafter pursuant to the terms of the Operating Lease and, at the request of Lender, shall continue to operate and manage any one or more of the Properties and maintain all applicable Gaming Approvals with respect thereto, either in accordance with this Section 5.1.22(c)the terms of the Operating Lease or pursuant to a replacement operating lease (or, to the extent permitted by applicable Legal Requirements, a management agreement) in form and substance reasonably acceptable to Lender provided that (i) to the extent such credit continued operation is conducted pursuant to the Operating Lease, Operating Company shall be limited obligated to an amount not pay the rental rate specified therein, (ii) to exceed two percent the extent such continued operation is conducted pursuant to a management agreement in accordance with applicable Legal Requirements, Lender, its designee or nominee shall pay to Operating Company a then market rate management fee which is reasonable and customary for similar properties in similar locations as the Individual Property in question, and (2%iii) all other terms and arrangements shall be usual and customary for similar properties in similar locations as such Individual Property and, to the extent required under applicable Gaming Laws, subject to the prior review and/or approval of the Gross Income from Operations for Gaming Authorities. In addition, upon the occurrence of an Event of Default under the Loan Documents, and promptly upon receipt of a written request therefor, each Operating Company shall deliver to Lender copies of all customer lists in each such Operating Company’s possession (relating to each of the casinos and the hotels at each of the Properties, as applicable). (p) Notwithstanding the foregoing or any provision hereof or of any of the Loan Documents to the contrary, at any time after foreclosure, deed in lieu of foreclosure or other similar transfer of any Individual Property to Lender, its designee or nominee, at the option of Lender exercised by written notice to Operating Company, Lender, its designee or nominee shall have the right to terminate the Operating Lease and/or, if applicable, any Management Agreement with Operating Company without penalty or termination fee (except that Operating Company shall be entitled to receive any unpaid amounts that relate to the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Creditsuch termination) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds foregoing, Operating Company shall transfer its responsibility for the management of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced to a replacement operator selected by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual PropertyLender. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall, shall cause Mortgage Borrower to and Baltimore Owner shall cause Mortgage Borrower to operate use commercially reasonable efforts to cause CPLV Tenant to, cause the PropertiesProperty to be operated, in all material respects, in accordance with the CPLV Lease, the Management Agreements Agreement and all other CPLV Lease Documents and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner and standard consistent in all material respects with their respective use as of the Closing Date. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to maintain, in all material respects, all Operating Permits in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or Replacement Management Agreements, as applicableadvisable for the conduct of CPLV Tenant’s business in accordance with the terms of the CPLV Lease and hereunder). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain LenderAdministrative Agent’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorReplacement Manager, as applicable, or upon the prior written consent of Administrative Agent, not to be unreasonably withheld, conditioned or delayed, enter into a Replacement Structure. (b) Borrower shall, and shall cause Mortgage Borrower to, at all times cause the Property to be licensed, operated and Baltimore Owner branded by Manager as a “Caesars Palace” property pursuant to the Management Agreement. Without the prior written consent of Administrative Agent in its sole discretion, Borrower shall not, shall not permit Mortgage Borrower to and shall not permit Mortgage Borrower to permit CPLV Tenant to: , (i) rebrand the Property or operate the Property under another flag or brand or as an unbranded property, or (ii) operate the Property under any name other than “Caesars Palace Las Vegas”. (c) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Administrative Agent makes a request therefor, promptly provide Administrative Agent with copies of all such bonds). (d) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Loan, the Mortgage Loan and the other Mezzanine Loans, and shall deliver copies of such filings as Administrative Agent shall reasonably request to Administrative Agent, promptly upon request. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses with respect to the Property or the operations thereof. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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. (e) Upon the written request of Administrative Agent, Borrower shall (i) deliver to Administrative Agent such evidence of compliance (by Mortgage Borrower, Borrower and the Collateral) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent and (ii) cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver to Administrative Agent such evidence of compliance (by CPLV Tenant and the Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent. Borrower shall promptly deliver to Administrative Agent 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 the Property, in each case received by Mortgage Borrower or its Affiliates, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver such notices to Lender in accordance with the terms of the CPLV Lease. Borrower shall promptly notify Administrative Agent if it believes has knowledge of, or has received notice, that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend any of Borrower’s, Mezzanine A Borrower’s, Mortgage Borrower’s or CPLV Tenant’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mezzanine A Borrower, Mortgage Borrower or CPLV Tenant, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Mezzanine A Borrower, Mortgage Borrower or CPLV Tenant. (f) Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause CPLV Tenant to, cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any Alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such Alterations or repairs) or any Permitted Operation Interruption (as defined in the CPLV Lease). Borrower shall cause Mortgage Borrower to, or shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, cause the Property to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the CPLV Lease and all applicable Legal Requirements, including Gaming Laws in all material respects. (g) In the event that Mortgage Borrower shall enter into a Replacement Management Agreement with respect to the Property in accordance with the terms hereunder, such Management Agreement shall (i) be with a Qualified Manager, and (ii) be entered into on an arms’ length basis and on commercially reasonable and market terms and in form and substance reasonably acceptable to Administrative Agent. (h) Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender Administrative Agent of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, Agreement in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall, shall cause Mortgage Borrower to and Baltimore Owner shall cause Mortgage Borrower to operate use commercially reasonable efforts to cause CPLV Tenant to, cause the PropertiesProperty to be operated, in all material respects, in accordance with the CPLV Lease, the Management Agreements Agreement and all other CPLV Lease Documents and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner and standard consistent in all material respects with their respective use as of the Closing Date. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to maintain, in all material respects, all Operating Permits in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or Replacement Management Agreements, as applicableadvisable for the conduct of CPLV Tenant’s business in accordance with the terms of the CPLV Lease and hereunder). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain LenderAdministrative Agent’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorReplacement Manager, as applicable, or upon the prior written consent of Administrative Agent, not to be unreasonably withheld, conditioned or delayed, enter into a Replacement Structure. (b) Borrower shall, and shall cause Mortgage Borrower to, at all times cause the Property to be licensed, operated and Baltimore Owner branded by Manager as a “Caesars Palace” property pursuant to the Management Agreement. Without the prior written consent of Administrative Agent in its sole discretion, Borrower shall not, shall not permit Mortgage Borrower to and shall not permit Mortgage Borrower to permit CPLV Tenant to: , (i) rebrand the Property or operate the Property under another flag or brand or as an unbranded property, or (ii) operate the Property under any name other than “Caesars Palace Las Vegas”. (c) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Administrative Agent makes a request therefor, promptly provide Administrative Agent with copies of all such bonds). (d) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Loan, the Mortgage Loan and the other Mezzanine Loans, and shall deliver copies of such filings as Administrative Agent shall reasonably request to Administrative Agent, promptly upon request. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses with respect to the Property or the operations thereof. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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. (e) Upon the written request of Administrative Agent, Borrower shall (i) deliver to Administrative Agent such evidence of compliance (by Mortgage Borrower, Borrower and the Collateral) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent and (ii) cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver to Administrative Agent such evidence of compliance (by CPLV Tenant and the Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent. Borrower shall promptly deliver to Administrative Agent 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 the Property, in each case received by Mortgage Borrower or its Affiliates, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver such notices to Lender in accordance with the terms of the CPLV Lease. Borrower shall promptly notify Administrative Agent if it believes has knowledge of, or has received notice, that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend any of Borrower’s, Mortgage Borrower’s or CPLV Tenant’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower or CPLV Tenant, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Mortgage Borrower or CPLV Tenant. (f) Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause CPLV Tenant to, cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any Alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such Alterations or repairs) or any Permitted Operation Interruption (as defined in the CPLV Lease). Borrower shall cause Mortgage Borrower to, or shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, cause the Property to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the CPLV Lease and all applicable Legal Requirements, including Gaming Laws in all material respects. (g) In the event that Mortgage Borrower shall enter into a Replacement Management Agreement with respect to the Property in accordance with the terms hereunder, such Management Agreement shall (i) be with a Qualified Manager, and (ii) be entered into on an arms’ length basis and on commercially reasonable and market terms and in form and substance reasonably acceptable to Administrative Agent. (h) Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender Administrative Agent of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, Agreement in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower 11.%2.%3.%4. Borrower, Mortgage Borrower, Operating Company and Manager shall cause Mortgage Borrower and Baltimore Owner the Property to operate the Propertiesbe operated, in all material respects, in accordance with the applicable Operating Lease (or Replacement Operating Lease) and the Management Agreements Agreement (or Replacement Management AgreementsAgreement). In the event that the Operating Lease expires or is terminated (without limiting any obligation of Borrower to cause Mortgage Borrower to obtain Lender’s consent to any termination or modification of the Operating Lease in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a Replacement Operating Lease with Operating Company or another Qualified Operator, as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to Operating Company to, promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that any the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to Operating Company to, promptly enter into a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner to: (i) promptly perform and/or observe, or operate the Property without a Franchise Agreement provided that the Property is operated in all material respects, all the same manner the Property was operated as of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Closing Date. Notwithstanding anything contained in this Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Datecontrary, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with at the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension expiration of the term of the Operating Lease, Borrower may cause Mortgage Loan pursuant Borrower to Section 2.7 of the Mortgage Loan Agreemententer, cash or cash equivalents (including a Letter of Credit) in and Operating Company may enter into an amount equal to the amount extension of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit Operating Lease for a five (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit5) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to year renewal term on the same terms and conditions as the expired Operating Lease, except that the Operating Rent may be modified solely to the extent necessary to enable AHT to maintain compliance with (and continue to comply with) the rules and regulations applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of it as a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount REIT (as such term is defined in the Mortgage Loan Agreement) Operating Lease as of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Closing Date), which Mortgage Borrower and Baltimore Owner on Capital Expenditures relating Operating Company intend to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard satisfy by reference to any amounts expended a transfer pricing report prepared by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Propertya “Big 4” accounting firm. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause Mortgage Borrower and Baltimore Owner to operate the PropertiesProperty, in all material respects, in accordance with the Management Agreements (Agreement or Replacement Management AgreementsAgreement, as applicable); provided, however, that Borrower shall not be deemed to be in default hereunder if Manager, and not Mortgage Borrower, is in default under the terms of the Management or Replacement Management Agreement and Borrower is otherwise complying with the provisions of this Section 5.1.22. In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly, after obtaining Lender’s consent, cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorManager, as applicable. Any breach of the covenants contained in this Section 5.1.22 with respect to the Management Agreement shall not result in an Event of Default as long as Borrower is actively seeking Lender’s consent to cause Mortgage Borrower to enter into a Replacement Management Agreement with Manager or another Qualified Manager or, in the case of a termination, the Manager is replaced within thirty (30) days by a Qualified Manager pursuant to Section 9.5. (b) Borrower shall cause Mortgage Borrower and Baltimore Owner toshall: (i) promptly cause Mortgage Borrower to use commercially reasonable efforts to perform and/or observe, observe in all material respects, respects all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) cause Mortgage Borrower to promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to use commercially reasonable efforts to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall cause ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner to operate the Properties, in all material respects, in accordance with the Management Agreements (or Replacement Management Agreements, as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicable. (b) Borrower shall cause ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreement; and (iv) cause ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner to enforce the performance and observance in all material respects of the covenants and agreements required to be performed and/or observed by Manager under each Management Agreement, in a commercially reasonable manner. (c) Subject to the receipt of any required Lender approvals (provided that Borrower shall have acted in good faith to obtain such approvals in a timely manner) and Unavoidable Delays, Borrower shall expend or cause ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Liquidation Proceeds (2) After Debt Service or Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentenceFund) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that neither Borrower nor ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner have not has expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement2.7, Borrower shall deposit with Lender cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower deficiency and Baltimore Owner to make upon such deposit (but subject to Section 5.1.22(d))deposit, Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement hereunder and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Liquidation Proceeds After Debt Service or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount Option shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from Table of Contents the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreementhereof. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the ▇▇▇▇▇▇ Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by ▇▇▇▇▇▇ Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.

Operation of Property. (a) Borrower shall, shall cause Mortgage Borrower to and Baltimore Owner shall cause Mortgage Borrower to operate use commercially reasonable efforts to cause CPLV Tenant to, cause the PropertiesProperty to be operated, in all material respects, in accordance with the CPLV Lease, the Management Agreements Agreement and all other CPLV Lease Documents and in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits and in a manner and standard consistent in all material respects with their respective use as of the Closing Date. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to maintain, in all material respects, all Operating Permits in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or Replacement Management Agreements, as applicableadvisable for the conduct of CPLV Tenant’s business in accordance with the terms of the CPLV Lease and hereunder). In the event that any the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain LenderAdministrative Agent’s consent to any termination or modification of any the Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause Mortgage Borrower and Baltimore Owner to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower and Baltimore Owner to promptly enter into a Replacement Franchise Management Agreement with Franchisor Manager or another Qualified FranchisorReplacement Manager, as applicable, or upon the prior written consent of Administrative Agent, not to be unreasonably withheld, conditioned or delayed, enter into a Replacement Structure. (a) Borrower shall, and shall cause Mortgage Borrower to, at all times cause the Property to be licensed, operated and branded by Manager as a “Caesars Palace” property pursuant to the Management Agreement. Without the prior written consent of Administrative Agent in its sole discretion, Borrower shall not, shall not permit Mortgage Borrower to and shall not permit Mortgage Borrower to permit CPLV Tenant to, (i) rebrand the Property or operate the Property under another flag or brand or as an unbranded property, or (ii) operate the Property under any name other than “Caesars Palace Las Vegas”. (b) Borrower shall, shall cause Mortgage Borrower to and Baltimore Owner shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Administrative Agent makes a request therefor, promptly provide Administrative Agent with copies of all such bonds). (c) Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 Loan, the Mortgage Loan and the other Mezzanine Loans, and shall deliver copies of such filings as Administrative Agent shall reasonably request to Administrative Agent, promptly upon request. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses with respect to the Property or the operations thereof. Borrower shall, shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant 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 the written request of Administrative Agent, Borrower shall (i) deliver to Administrative Agent such evidence of compliance (by Mortgage Borrower, Borrower and the Collateral) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent and (ii) cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver to Administrative Agent such evidence of compliance (by CPLV Tenant and the Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Administrative Agent. Borrower shall promptly deliver to Administrative Agent 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 the Property, in each case received by Mortgage Borrower or its Affiliates, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to deliver such notices to Lender in accordance with the terms of the CPLV Lease. Borrower shall promptly notify Administrative Agent if it believes has knowledge of, or has received notice, that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend any of Borrower’s, Mezzanine A Borrower’s, Mortgage Borrower’s or CPLV Tenant’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mezzanine A Borrower, Mortgage Borrower or CPLV Tenant, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Mezzanine A Borrower, Mortgage Borrower or CPLV Tenant. (e) Borrower shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause CPLV Tenant to, cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any Alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such Alterations or repairs) or any Permitted Operation Interruption (as defined in the CPLV Lease). Borrower shall cause Mortgage Borrower to, or shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, cause the Property to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to the CPLV Lease and all applicable Legal Requirements, including Gaming Laws in all material respects. (f) In the event that Mortgage Borrower shall enter into a Replacement Management Agreement with respect to the Property in accordance with the terms hereunder, such Management Agreement shall (i) be with a Qualified Manager, and (ii) be entered into on an arms’ length basis and on commercially reasonable and market terms and in form and substance reasonably acceptable to Administrative Agent. (g) Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreements and the Franchise Agreements Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender Administrative Agent of any material default under any the Management Agreement or Franchise Agreement of which it is aware; (iii) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any the Management Agreement; and (iv) cause Mortgage Borrower and Baltimore Owner to enforce the performance and observance in of all material respects of the covenants and agreements required to be performed and/or observed by Manager under each the Management Agreement, Agreement in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower and Baltimore Owner to expend for Capital Expenditures (including the Capital Expenditures identified in Section 5.1.22(d) below, but exclusive of any Capital Expenditures financed with the proceeds of any (1) Net Proceeds (2) Required Repair Fund or (3) Replacement Reserve Fund except as provided in the next sentence) not less than, with respect to all Properties in the aggregate, the Minimum Aggregate Cap Ex Amount on or prior to the Initial Maturity Date, subject to receipt of any required lender approvals and Unavoidable Delays. Any amounts financed with the proceeds of Replacement Reserve Fund shall be credited against the Minimum Aggregate Cap Ex Amount to be expended in accordance with this Section 5.1.22(c), provided that such credit shall be limited to an amount not to exceed two percent (2%) of the Gross Income from Operations for the period from the Closing Date through and including the Initial Maturity Date Borrower shall cause Mortgage Borrower and Baltimore Owner to exercise reasonable diligence to obtain such required lender approvals in a timely manner. In the event that Mortgage Borrower and Baltimore Owner have not expended such amount by the Initial Maturity Date, then Borrower shall cause Mortgage Borrower and Baltimore Owner to deposit with Mortgage Lender, prior to or contemporaneously with the extension of the term of the Mortgage Loan pursuant to Section 2.7 of the Mortgage Loan Agreement, cash or cash equivalents (including a Letter of Credit) in an amount equal to the amount of such deficiency. Provided that Borrower causes Mortgage Borrower and Baltimore Owner to make such deposit (but subject to Section 5.1.22(d)), Borrower shall be deemed not to be in default of this Section 5.1.22(c). The amount so deposited (or the proceeds of such Letter of Credit) shall constitute a Reserve Fund under the Mortgage Loan Agreement and, in connection with a Capital Expenditure (other than a Capital Expenditure financed with the proceeds of any Net Proceeds or Required Repair Funds) during the applicable Extension Option, Borrower and Lender understand that such amount shall be released to Mortgage Borrower and Baltimore Owner in accordance with and subject to the same terms and conditions applicable to disbursements from the Replacement Reserve Account set forth in Section 7.3.2 of the Mortgage Loan Agreement. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property in accordance with Section 2.5.1 of the Mortgage Loan Agreement, (i) the Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the Release Amount (as defined in the Mortgage Loan Agreement) of such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to the Properties shall be calculated for purposes of this Section 5.1.22(c) without regard to any amounts expended by Mortgage Borrower and Baltimore Owner on Capital Expenditures relating to such released Individual Property. (d) Borrower shall cause Mortgage Borrower to expend, subject to Unavoidable Delays, (i) $650,000 for elevator repairs at the Baltimore Individual Property within twelve (12) months of the date hereof, (ii) $2,500,000 to replace back-up generators at the El Con Individual Property within eighteen (18) months of the date hereof and (iii) $1,200,000 to replace back-up generators at the El San ▇▇▇▇ Individual Property within eighteen (18) months of the date hereof.