Common use of Transfers Generally Clause in Contracts

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may sellreasonably consider any relevant factor, assignincluding but not limited to the experience and business reputation of the proposed assignee, transfer sublessee, or convey, without Tenant’s consent, transferee in operating its business; whether the use of the Leased PropertyPremises following the Transfer is similar to that of Tenant, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be or otherwise reasonably satisfactory to Tenant Landlord and Landlord) appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a single transferee (such transferee, such tenants person with whom Landlord is presently negotiating for a lease of space in common the Building or in any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not building owned by an Affiliate of Landlord, (a) Landlord shall amend ; whether the minimum capital expenditure requirements hereunder (such amendment to be limited solely other party to the amount proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of such minimum capital expenditure requirements) such thatsovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, in whether the aggregate such minimum capital expenditure requirements hereunder proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (taken together with provided that if the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions financial condition of the Minimum Cap Ex Requirements under and as defined in proposed assignee, sublessee, or transferee is at least equal to the Other Leases in net worth of Tenant or Guarantor (whichever is greater) at the amount time of the Minimum Cap Ex Reduction Amount), this Lease it shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior satisfactory to such sale, assignment, transfer or conveyanceLandlord); and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer whether use of the Leased PropertyPremises by the proposed assignee, in whole but sublessee, or transferee will not in part (subject violate or create any potential violation of any laws; whether the type and quality of the business to exclusions for assets that may not be transferred and thatoperated or likely to be operated by the proposed assignee, in the aggregatesublessee, are de minimis), to a Fee Mortgagee in accordance or transferee is consistent with the terms image of this Lease a first-class office building and whether it would be considered inappropriate for such an office building (including provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any transfer of the direct other lease or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, assuming all obligations without limitation (and the following shall be deemed to be deemed a "Transfer"): (i) a consolidation or merger of Landlord hereunder and thereunderTenant; (ii) (a change in the case ownership or voting rights of multiple Affiliated Persons, on a joint more than twenty-five percent (25%) of the issued and several basis), the form and substance outstanding stock of which assumption shall be reasonably satisfactory to Tenant and Landlord)any corporate tenant; (iii) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a sale/leaseback transaction change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the entire Leased Property Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (subject and/or other compensation) and term agreed to exclusions for assets that may not be transferred by such assignee, subtenant or transferee and thatotherwise upon the terms and conditions of this Lease. In connection with any proposed Transfer, in Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the aggregateproposed Transfer. Notwithstanding the foregoing, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇Landlord's prior consent to a Transfer to an Affiliate of ▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease Inc. shall continue in effect as a direct lease between such overlandlord and Tenant and not be required provided: (yi) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains an Affiliate of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall , Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not impose any new, additional in default under or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions breach of this Lease; and (iv) any sale Tenant notified Landlord in writing of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer Transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as at least ten (x10) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything days prior to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”Transfer.

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, (an “Acquirer”) and, in connection with such transaction, if this Lease shall be assigned to the applicable Acquirer such that the Acquirer is not shall become successor Landlord as if an Affiliate of Landlord, (a) Landlord original party to this Lease. All Acquirers shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely execute a joinder to the amount of such minimum capital expenditure requirements) such that, Intercreditor Agreement in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under form and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior substance reasonably acceptable to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) belowall parties thereto. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to may adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA Lease and all Lease/MLSA Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunderthereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA Lease and all Lease/MLSA Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), or (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”” with respect to the Facility.

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, (an “Acquirer”) and, in connection with such transaction, if this Lease shall be assigned to the applicable Acquirer such that the Acquirer is not shall become successor Landlord as if an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment original party to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) belowLease. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the entire Leased PropertyProperty with respect to all of the Facilities hereunder or the entire Leased Property with respect to any individual Facility, in each case, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the applicable Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to either this Lease or the applicable Severance Lease, as applicable, as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend if the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such subject transaction involves a sale, assignment, transfer or conveyance; conveyance of the entire Leased Property, this Lease shall be assigned to the applicable Acquirer such that the Acquirer shall become successor Landlord as if an original party to this Lease, and (b) such minimum capital expenditure requirements if the subject transaction involves a sale, assignment, transfer or conveyance of the Leased Property with respect to an individual Facility (or, if at any time additional Facilities (other than the CPLV Facility and the HLV Facility) shall be calculated on an individualincluded in this Lease, standalone basis under with respect to several Facilities but not all Facilities), (except as provided in the third (3rd) sentence of this Section 18.1) (A) this Lease shall remain in full force and under effect with respect to the Other Leases; exceptFacility(ies) not transferred to the Acquirer, however, the foregoing clauses (a) and (bB) a Severance Lease (and a Severance Guaranty), with the applicable Acquirer, shall not apply be entered into with respect to any transaction the transferred Facility(ies) as described in clause (iii) Section 18.2 below. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property or the entire Leased Property with respect to an individual Facility (or Facilities, as applicable) (subject, in each case, to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease with respect to the transferred portion of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations relating to such transferred Leased Property shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: occur (and, for the avoidance of doubt, except in the case of subclause (b) of the following clause (i), neither a Severance Lease nor a Severance Guaranty shall be required to be entered into with respect thereto): (i) any transfer of (a) the entire Leased PropertyProperty or (b) the entire Leased Property with respect to an individual Facility to a Fee Mortgagee (in each case, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee ) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA Lease and all Lease/MLSA Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunderthereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to all of the entire Leased Property pertaining to any Facility or Facilities (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property in respect of any Facility or Facilities that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest (or the interest of any of the fee owning entities comprising Landlord) under this Lease or a sale of Landlord’s (or any such fee owning entity’s or entities’) reversionary interest in the Leased Property (or the applicable Leased Property pertaining to any individual Facility) so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject in the case of a sale or transfer of the Leased Property with respect to all of the Facilities), or all of the Leased Property pertaining to an individual Facility (in the case of a sale or transfer of the Leased Property with respect to an individual Facility) (subject, in each case, to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA Lease and all Lease/MLSA Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the any Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), or (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”” with respect to the applicable Facility(ies).

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. All Acquirers shall execute a joinder to the Intercreditor Agreement in form and substance reasonably acceptable to all parties thereto. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to may adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Landlord may sell(a) Subject to Section 3.2.4, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject if a Member wishes to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due Dispose of an Available Interest to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not than an Affiliate of Landlordthe Member, the following procedures shall apply. After receiving a bona fide purchase offer from such Person for the Available Interest, the Offering Member holding the Available Interest shall send an Offer Notice to all Non-Offering Members. (ab) Landlord Each Non-Offering Member shall amend have the minimum capital expenditure requirements hereunder (such amendment first right, exercisable by giving written notice to be limited solely all Members during Offer Period One to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions purchase a pro rata portion of the Minimum Cap Ex Requirements under and as defined in entire Available Interest, based on the Other Leases in respective Sharing Ratios of all Non-Offering Members. (c) If at least one, but less than all, of the Non-Offering Members exercises its respective purchase right during Offer Period One, each of the Non-Offering Members who exercised such right shall have the further right, exercisable by giving written notice to all Members during Offer Period Two, to purchase a pro rata portion of the entire remaining Available Interest, based on the respective Sharing Ratios of those Non-Offering Members who actually exercise such purchase right. (d) If a Member elects to purchase an Available Interest or portion thereof pursuant to Section 3.2.3(b) or (c), but does not receive Authorization to purchase all of the Available Interest or portion thereof, then such Member shall be allowed to purchase the maximum amount of the Minimum Cap Ex Reduction Amount)Available Interest which it is permitted to purchase hereunder and under such Authorization, and the portion of such Available Interest which such Member is unable to purchase shall be no greater than purchased by the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property other Non-Offering Members in accordance with Section 3.2.3(c). (e) Any purchase under the preceding paragraphs shall occur on the terms of this Leaseand conditions set forth in the bona fide offer, other than except as security set forth below. At closing, each purchasing Member shall make a cash payment for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date its proportionate amount of the conveyancetotal purchase price for the Available Interest, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following which total price shall be freely permitted equal to occur: (i) any transfer the product of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, price set forth in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) bona fide offer and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and 90%. Closing on all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, purchases shall occur on a joint date and several basis)at the location mutually agreed by the purchasing Non-Offering Members, the form and substance of which assumption but shall be reasonably satisfactory to Tenant and Landlord); no later than thirty (iii30) a sale/leaseback transaction by Landlord with respect to calendar days after the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided later of (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees thatexpiration of Offer Period Two, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and or (y) the ▇▇▇▇▇▇▇▇▇ date the last Authorization was obtained. If any Member who purchases an Available Interest at the price provided in this Section 3.2.3(e) shall not impose sell any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion interest within twelve (and without limiting the generality 12) months of the foregoingclosing of such purchase at a price greater than the price paid for such Available Interest, it shall pay to the original Offering Member from whom such Available Interest was purchased such amount of the excess of the subsequent purchase price over the purchase price paid to the original Offering Member as necessary to enable the original Offering Member to receive 100% of the price set forth in the bona fide offer to the original Offering Member. (f) If for any reason as a result of this process, the ▇▇▇▇▇▇▇▇▇ Non-Offering Members do not agree to purchase the entire Available Interest, then the Offering Member shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject be free to and in accordance with all complete the Disposition of the provisions, entire Available Interest to the Person making the bona fide offer on the terms and conditions thereof. If the Disposition to the Person making the bona fide offer is not consummated within ninety (90) calendar days after the later of this Lease; (ivx) any sale the expiration of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this LeaseOffer Period Two, or (vy) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partnerdate the last Authorization was obtained, so long as (x) upon consummation of such transaction, all of Disposition by the Leased Property (subject to exclusions for assets that may Offering Member shall not be transferred and that, in made without again complying with the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption procedures of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”Section 3.2.3.

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, (an “Acquirer”) and, in connection with such transaction, if this Lease shall be assigned to the applicable Acquirer such that the Acquirer is not shall become successor Landlord as if an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment original party to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) belowLease. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the 115 date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming 116 Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.. 18.2

Transfers Generally. Landlord Except as specifically provided for in this ------------------- Agreement, neither Buyer nor HCG shall assign its rights under this Agreement except with the written [*] CONFIDENTIAL TREATMENT REQUESTED (a) Buyer may sellimmediately Transfer or assign its rights under this Agreement and to all or any portion of Buyer's Transponders hereunder to any "Financing Entity," (as defined below) which shall take such rights or such Transponders subject to the terms of this Agreement and the TI&C Service Agreement, assignpursuant to such transfer documents as HCG shall reasonably request, consistent with its past practice for sale-leasebacks for Galaxy I, II and III; provided that no such Transfer or assignment shall relieve Buyer of any of its obligations hereunder and under the TT&C Service Agreement; and/or (b) any Financing Entity to whom any right under this Agreement or any of Buyer's Transponders have been transferred pursuant to clause (a) hereof, may, in the exercise of its remedies, if Buyer shall default in its obligations under the applicable financing agreements, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject assign such rights or such Transponders to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates any person or entity who assumes all of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements Buyer's obligations hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; exceptTT&C Service Agreement, howeverand who executes such transfer documents as HCG shall reasonably request, the foregoing clauses (a) consistent with its past practices for Galaxy I, II and (b) shall III. The right of first refusal in favor of HCG pursuant to Section 13.03 hereof will not apply to any transaction described in clause (iii) belowinitial Transfer permitted by this Section 13.01, i.e., a Transfer to a Financing Entity, but will apply to any subsequent Transfer by any such transferee. If Landlord (including In no circumstance shall any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord Transfer under this Lease arising or accruing from Section 13.01 relieve Buyer of its Agreed Uses obligations under Section 7.01 and after the date of such conveyance or its other transfer and all such future liabilities and use obligations shall thereupon be binding upon such applicable Acquireras set forth in Section 7.01(a). Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary As used herein, Landlord "Financing Entity" shall not sell, assign, transfer mean an entity which lends funds to Buyer or convey the Leased Property, which acts on behalf of entities which lend funds to Buyer to enable it to purchase Buyer's Transponders or assign this Lease, who agrees to (I) purchase Buyer's Transponders and lease them back to Buyer in a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then"sale-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”leaseback" arrangement.

Transfers Generally. Landlord may sell(a) Subject to Section 3.2.4, assign, transfer if a Member wishes to Dispose of all or convey, without Tenant’s consent, any portion of its Membership Interest (the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord"Available Interest") to a single transferee (such transferee, such tenants in common or any Person other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not than an Affiliate of Landlordsuch Member, the following procedures shall apply. After receiving a bona fide purchase offer from such Person for the Available Interest, the Member holding the Available Interest (athe "Offering Member") Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment give a written notice to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions each of the Minimum Cap Ex Requirements under other Members (the "Non-Offering Members") stating the terms of the offer and the Offering Member's intent to accept the offer unless the Available Interest is purchased as defined in provided below (the Other Leases in "Offer Notice"). (b) Each Non-Offering Member shall have the right, exercisable by giving joint written notice to all Members within thirty (30) calendar days after receipt of the Offer Notice ("Offer Period One"), to purchase a pro rata portion of the entire Available Interest, based on the respective Sharing Ratios of all Non-Offering Members. (c) If at least one, but less than all, of the Non-Offering Members exercises its respective purchase right during Offer Period One each of the Non-Offering Members who exercised such right shall have the further right, exercisable by giving joint written notice to all Members within thirty (30) calendar days after the end of Offer Period One ("Offer Period Two"), to purchase a pro rata portion of the entire remaining Available Interest, based on the respective Sharing Ratios of those Non-Offering Members who actually exercise such purchase right. (d) If a Member elects to purchase an Available Interest or portion thereof pursuant to Section 3.2.3(b) or (c), but does not receive Authorization to purchase all of the Available Interest or portion thereof, then such Member shall be allowed to purchase the maximum amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior Available Interest which it is permitted to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease purchase hereunder and under such Authorization, in which case the Other Leases; exceptportion of such Available Interest which such Member is unable to purchase shall be, howeverwithin 30 days after such Authorization is denied, offered to the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property other Non-Offering Members in accordance with Section 3.2.3(c). (e) Any purchase under the preceding paragraphs shall occur on the terms and conditions set forth in the bona fide offer, except as set forth below. At closing, each purchasing Member shall make a cash payment for its proportionate amount of this Leasethe total purchase price for the Available Interest, other than as security for a debt, and which total price shall be the applicable Acquirer expressly assumes all obligations lesser of Landlord arising after the price set forth in the bona fide offer or the balance in the Offering Member's Capital Account on the date of the conveyanceclosing. Closing on all purchases shall occur on a date and at the location mutually agreed by the purchasing Members, Landlord but shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and no later than thirty (30) calendar days after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation expiration of the preceding provisions final offer period. (f) If no purchase rights are exercised at all during Offer Period One or if Offer Period Two occurs and no purchase rights are exercised during Offer Period Two or the offers received during Offer Period Two do not cover all of the Available Interest, then the Offering Member shall be free to complete the Disposition of the entire Available Interest to the Person making the bona fide offer on the terms and conditions thereof. If the Disposition to the Person making the bona fide offer is not consummated within ninety (90) calendar days after the expiration of the Offer Period, such Disposition by the Offering Member shall not be made without again complying with the procedures of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”3.2.3.

Transfers Generally. Landlord may sell(a) Except as otherwise expressly provided in this Lease, Tenant shall not, directly or indirectly, assign, mortgage, pledge, or otherwise transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, or all or any portion of Tenant's legal or beneficial interest in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for or enter into a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord Sublease with respect to the entire Leased Property whole or any part of the Premises (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimisexcluding Allowed Subleases) (provided (x) collectively, a "Transfer"), prior to the overlandlord under date of Final Completion of Tenant's Improvements without the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without TenantCity’s prior written consent approval, which may be withheld or granted in Tenantthe City’s sole discretion (discretion. From and after such date, except as otherwise expressly provided in this Lease, no Transfer shall be permitted without limiting the generality Landlord's prior written approval in each instance, which approval shall not be unreasonably withheld, conditioned or delayed. In furtherance but not in limitation of the foregoing, the ▇▇▇▇▇▇▇▇▇ City may withhold its consent to any Transfer for which the City’s approval is required hereunder (and, where in this Section 13.1 the City has agreed not to unreasonably withhold its consent to a Transfer, shall not impose any additional monetary obligations (whether be deemed unreasonable for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwisedoing so) on Tenant), subject to and in accordance with all because of the provisions, terms and conditions of this Lease; (iv) City's special concerns as a public entity regarding any sale of any indirect interest proposed Transferee's character or reputation in the Leased Property that does community, whether or not change the identity such concerns would be important to a commercial enterprise, or if there exists an uncured Event of Landlord hereunder, including without limitation a participating interest in Landlord’s interest Default under this Lease after the expiration of applicable grace, notice and cure periods. At the City's option, any attempted Transfer without said prior written approval or otherwise in violation of any provision of this Article 13 shall be void, ab initio, shall be of no force and effect, and shall confer no rights on or in favor of third parties, provided that the City may, at its option, collect rent from any such Transferee and apply the net amount collected to the Rent due from Tenant hereunder, but no such collection shall be deemed a waiver of such violation, or the acceptance of such Transferee as a tenant, or a sale release of Landlord’s reversionary interest Tenant from the further performance by Tenant of covenants on the part of Tenant set forth in this Lease. [Parties to discuss structuring to allow assignments of separate portions of the Leased Property so long as Landlord remains the only party with authority Project to bind Landlord distinct ownership entities following Final Completion.] (b) If City approval is required under this Lease, Tenant shall request the City's consent to a Transfer in writing and shall provide the following information and documentation to the City at least thirty (30) days prior to the effective date of any such proposed Transfer: (i) the name of the proposed Transferee and a copy of the proposed Sublease or assignment of lease Transfer (v) with a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation duly executed copy of such transaction, all Sublease or assignment of lease to promptly follow upon execution thereof); (ii) the nature of the Leased Property (subject to exclusions for assets that may not be transferred and thatproposed Transferee's business, their proposed use of the Premises, their business experience in the aggregatePermitted Uses thereof, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of their financial qualifications and ability to perform all obligations under this Lease, ; (iii) certificates of good standing (or certificates of qualification to do business in the MLSA and all Lease/MLSA Related Agreements to which Landlord State if such proposed Transferee is a party, assuming all obligations foreign entity) of Landlord hereunder and thereunder (in the case proposed Transferee issued by the New Hampshire Secretary of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.State;

Transfers Generally. Landlord may sell, assign, transfer or convey, without Tenant’s consent(a) Lender reserves the right to condition the consent required hereunder upon (i) (other than in connection with a Transfer under Section 5.2.11 above) a modification of the terms hereof and of the Mortgage, the Leased Property, in whole Note or the other Loan Documents; (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimisii) but not in part (unless in part due to a transaction in which multiple Affiliates an assumption of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basisAgreement, the form Note, the Mortgage and substance the other Loan Documents as so modified by the proposed transferee; (iii) payment of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee all of this Lease, in each case, an “Acquirer”) and, Lender’s expenses incurred in connection with such transactiontransfer including, if without limitation, the Acquirer is not cost of any third party reports, legal fees, rating agency approval or required legal opinions; (iv) the payment of an Affiliate of Landlordassumption fee equal to $250,000, (av) Landlord the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (f) the proposed transferee’s continued compliance with the representations and covenants set forth herein and the other Loan Documents; (vi) the delivery of evidence satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; (vii) prior to any release of Guarantor, a substitute Person(s) reasonably acceptable to Lender shall amend have assumed the minimum capital expenditure requirements hereunder Guaranty and Environmental Indemnity Agreement or executed a replacement guaranty reasonably satisfactory to Lender, (such amendment to be limited solely viii) a confirmation in writing from the applicable Rating Agencies to the amount of effect that such minimum capital expenditure requirementstransfer and the release referred to in clause (vii) such thatwill not result in a downgrade, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions withdrawal or qualification of the Minimum Cap Ex Requirements under and as defined respective ratings in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases effect immediately prior to such Transfer for the Securities issued in connection with the Securitization which are then outstanding, or (ix) (other than in connection with a transfer under Section 5.2.11) such other conditions as Lender shall determine to be in the interest of Lender, including, without limitation, the creditworthiness, reputation and qualifications of the transferee with respect to the Loan and the Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower’s sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property or any portion thereof without Lender’s consent. This provision shall apply to every sale, mortgage, grant, bargain, encumbrance, pledge, assignment, or Transfer of the Property or any portion thereof regardless of whether voluntary or not, or whether or not Lender has consented to any previous sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property or any portion thereof; and (b) such minimum capital expenditure requirements shall be calculated on an individualprovided, standalone basis under however that this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) Section 5.2.12 shall not apply to any transaction described in clause transfers made pursuant to clauses (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in commonc) and (yd) such surviving Person(sof Section 5.2.10 above. (b) execute(sNotwithstanding Section 5.2.11 or 5.2.12(a) an assumption of this Leaseabove, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption there shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to no assumption fee for the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”first approved Transfer.

Transfers Generally. Landlord may (a) Each Management Holder shall not, directly or indirectly, transfer, sell, assign, transfer grant options on or convey, without Tenant’s consent, otherwise dispose of such Holder's Common Shares during the Leased Property, in whole five-year period commencing on the date hereof except (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimisi) but not in part (unless in part due to a transaction in which multiple Affiliates if Holders of a single Person majority of the Common Shares held by Management Holders shall approve such disposition, (collectivelyii) with respect to granting options, “Affiliated Persons”) will own the Leased Property as tenants in commoneach Management Holder may grant options to acquire his Common Shares to any employee of Holdings or any of its Subsidiaries, but only at an exercise price at or above the price determined in the then most recent ESOP appraisal of its Common Shares, if this Lease remains there has not been an Initial Public Offering, or the average closing price, or the average closing bid and ask price, as a singlethe case may be, indivisible Lease and all for the Common Shares during the 10 trading days immediately preceding such Affiliated Persons execute a joinder to this Lease as “Landlord”grant, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlordif there has been an Initial Public Offering or (iii) to a single transferee (Permitted Transferees of such transfereeManagement Holder, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount any of such minimum capital expenditure requirements) such thatcases, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property only in accordance with the terms of this LeaseAgreement. (b) From and after the Closing Date, each Management Holder shall have and maintain sole beneficial ownership of such Holder's Common Shares, as long as such shares are owned by such Holder, free and clear of any and all liens, claims, encumbrances, security interests and rights and interests of others of any kind (other than as security for a debtoptions granted in accordance with Section 9.1(a) hereof), and except that each Management Holder may, with the applicable Acquirer expressly assumes all obligations of Landlord arising after the date approval of the conveyanceBoard, Landlord upon the favorable recommendation of the Compensation Committee, pledge Common (c) Each Management Holder and its Permitted Transferees shall thereupon be released from all future liabilities have and obligations of Landlord under this Lease arising or accruing maintain from and after the date Closing Date sole voting power with respect to such Holder's Common Shares, will not grant any proxy with respect to such Common Shares which is irrevocable for longer than six months, enter into by voting trust or other voting agreement or arrangement with respect to such Common Shares or grant any other rights to vote such Common Shares, except as specifically provided herein. Any proxy granted by any Management Holder shall include an express provision requiring the holder of such conveyance or other transfer and all proxy to vote the Common Shares relating to such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee proxy strictly in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting ▇▇▇▇▇▇▇▇▇ agrees that, in the event of a termination of such ▇▇▇▇▇▇▇▇▇, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the ▇▇▇▇▇▇▇▇▇ shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the ▇▇▇▇▇▇▇▇▇ shall not impose any additional monetary obligations (whether for payment of rents under such ▇▇▇▇▇▇▇▇▇ or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”Agreement.