PURCHASE AGREEMENT by and among BRE SPADE PARENT LLC BRE SPADE PROPCO HOLDINGS LLC BRE SPADE MEZZ 1. LLC BRE SPADE VOTECO LLC and MGM RESORTS INTERNATIONAL

EXHIBIT 2.1

Execution Version

PURCHASE AGREEMENT

by and among

BRE SPADE PARENT LLC

BRE SPADE PROPCO HOLDINGS LLC

BRE SPADE MEZZ 1. LLC

BRE SPADE VOTECO LLC

and

MGM RESORTS INTERNATIONAL

TABLE OF CONTENTS

i

ii

iii

Exhibits

Exhibit A — Working Capital Calculations and Methodology

Exhibit B — Form of New Operating Lease

Exhibit B-1 — Form of New Operating Lease Guaranty

Exhibit B-2 — Form of New Operating Lease SNDA

Exhibit B-3 — Form of Transition Services Agreement

Exhibit C — Forms of Interest Assignments (Opco and NP1 Pegasus)

Exhibit D — Share Transfer Form (NP1 HK)

Exhibit E — Form of Bought and Sold Notes (NP1 HK)

iv

This PURCHASE AGREEMENT, dated as of September 26, 2021 (this “Agreement”), is by and among BRE SPADE PARENT LLC, a Delaware limited liability company (“Seller 1”), BRE SPADE PROPCO HOLDINGS LLC, a Delaware limited liability company (“Seller 2” or “Propco Holdings”), BRE SPADE MEZZ 1 LLC, a Delaware limited liability company (“Seller 3”) and BRE SPADE VOTECO LLC, a Delaware limited liability company (“Seller 4” or “Voteco”, and together with Seller 1, Seller 2 and Seller 3, the “Sellers”), and MGM RESORTS INTERNATIONAL, Delaware corporation (“Buyer”).

RECITALS

A. Seller 1 owns 100% of the outstanding equity interests (the “NP1HK Interests”) of NP1 Hong Kong Limited, a Hong Kong limited company (“NP1HK”).

B. Seller 2 owns 100% of the outstanding equity interests (collectively, the “NP1 Pegasus Interests”) of NP1 Pegasus LLC, a Delaware limited liability company(“NP1 Pegasus”; together with NP1HK and Opco (as defined below), collectively, the “Company”).

C. Seller 3 owns 100% of the outstanding Class B Membership Interests (the “Opco B Interests”) of Nevada Property 1 LLC, a Delaware limited liability company (“Opco”), and Opco leases the Real Property (as defined below) from TCOLV Propco LLC, a Delaware limited liability company (“Propco”), pursuant to the Existing Operating Lease (as defined below).

D. Seller 4 owns 100% of the issued and outstanding Class A Membership Interests (the “Voteco Interests” and together with the Opco B Interests, the NP1HK Interests and the NP1 Pegasus Interests, the “Interests”) of Opco.

E. The Sellers desire to sell to Buyer, and Buyer desires to purchase from the Sellers, all of the Interests on the terms and subject to the conditions hereinafter set forth.

F. Seller 1 separately owns 100% of the outstanding equity interests of Propco Holdings, which directly or indirectly owns 100% of the outstanding limited liability company interests of each of CAP LV and Propco, which in turn collectively own the Real Property.

G. Concurrently herewith, Propco is entering into a purchase agreement with MARKER LV JV LLC (“Propco Purchaser”) pursuant to which Propco will sell to Propco Purchaser, and Propco Purchaser will purchase, the outstanding equity interests of a newly-formed Delaware limited liability company owning (as of the Closing) the Real Property (“New Propco”), on the terms and subject to the conditions therein (as the same may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Propco Purchase Agreement”).

I. In connection with the consummation of the Closing hereunder, Opco (through Buyer) and New Propco will enter into the New Operating Lease (as defined below), pursuant to which Opco (through Buyer) will lease the Real Property on the terms and subject to the conditions set forth therein.

1

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants and subject to the conditions set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. For purposes of this Agreement:

“Action” means any action, audit, claim, dispute, demand, hearing, charge, complaint, petition, suit, arbitration, investigation, proceeding, or other dispute resolution, judicial, or administrative proceeding, whether civil or criminal, at law or in equity by or before a Governmental Entity.

“Affiliate” means, with respect to any person, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned person; provided that for purposes of this Agreement, each of Opco and Opco’s Subsidiaries shall (prior to the Closing) be deemed to be Affiliates of the Sellers and of NP1HK and NP1 Pegasus and their Affiliates (and Voteco shall be deemed to be an Affiliate of each of Seller 1, Seller 2 and Seller 3 and their Affiliates), and vice versa.

“Antitrust Laws” means the HSR Act, the Federal Trade Commission Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, and any applicable state, foreign or multijurisdictional antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Applicable Closing Working Capital Amount” means the positive or negative amount, if any (as applicable), determined by subtracting the Target Working Capital from the Closing Date Working Capital.

“Applicable Estimated Working Capital Amount” means the positive or negative amount, if any (as applicable), determined by subtracting the Target Working Capital from the Estimated Working Capital.

“Business Day” means any day, other than a Saturday or Sunday or a day on which banks are required or authorized by Law to close in New York, New York.

“Buyer’s knowledge” or “knowledge of Buyer” or similar phrase means the actual (but not constructive or imputed) knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ without independent investigation.

“CAP LV” means CAP LV LLC, a Delaware limited liability company and subsidiary of Propco Holdings.

2

“CARES Act” means, collectively, the Coronavirus Aid, Relief, and Economic Security Act or any similar applicable federal, state or local Law, as may be amended and any administrative or other guidance (including “Division N—Additional Coronavirus Response and Relief’ of the “Consolidated Appropriations Act, 2021” (H.R. 133), IRS Notice 2020-65 and any Presidential Memoranda or Executive Order (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster issued on August 8, 2020)) published with respect thereto by any Governmental Entity.

“▇▇▇▇▇ County Board” means the ▇▇▇▇▇ County Liquor and Gaming Licensing Board.

“Closing Bonus Schedule” means the schedule set forth on Section 1.01(A) of the Disclosure Schedules, which sets forth a list of each Retention Bonus Recipient and his or her respective Retention Payment.

“Closing Date Transaction Expenses” means the Company Transaction Expenses as of 4:59 a.m. Las Vegas Time on the Closing Date.

“Closing Date Working Capital” means the Working Capital as of 4:59 a.m. Las Vegas Time on the Closing Date.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company Group” means, collectively, the Company and the Company Subsidiaries.

“Company Material Adverse Effect” means any change, event, state of facts or development that has had or would be reasonably expected to have a material adverse effect on the business, financial condition, assets or continuing results of operations of the Company Group, taken as a whole; provided, however, that no change, event, state of facts or development related to, resulting from or attributable to any of the following shall be deemed to be or taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, including (i) the identity of, or facts relating to, Buyer, the Sellers and their respective Affiliates, (ii) by reason of any communication by Buyer or any of its Affiliates regarding the plans or intentions of Buyer or its Affiliates with respect to the conduct of the business of the Company Group following the Closing and (iii) the impact of any of the foregoing on any relationships with customers, suppliers, vendors, business partners, employees or any other person, (b) any change, event or development in or affecting financial, economic, social or political conditions generally or the securities, credit or financial markets in general, including interest rates or exchange rates, or any changes therein, in the United States or other countries in which the Company Group conducts operations or any change, event or development generally affecting the gaming, casino or hospitality industry, (c) any adoption, implementation, proposal or change in any applicable Law or GAAP or IFRS or any regulation, enforcement, or interpretation with respect to any of the foregoing, (d) any occurrence or condition generally affecting casinos or hotels in Las Vegas, Nevada, changes in the gaming or retail industries in which the Company Group operates or seasonal changes on the business, (e) any matter set forth in the Disclosure Schedules, (f) the value of, or any changes or development in the value of, any of the investment assets of the Company or the Company Subsidiaries; provided, however, that

3

clause (f) shall not prevent or otherwise affect a determination that any change or effect underlying such change in the value of any of the investment assets has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Material Adverse Effect), (g) any labor strike, work stoppage, picketing, lockout or any other labor dispute, any labor negotiations, the entry into any collective bargaining agreement which results from such labor negotiations or the termination of labor negotiations, (h) any disruption of or interruption in the conduct of any business or operations of the Company and the Company Subsidiaries or any of their tenants or counterparties conducted at the Real Property resulting directly or indirectly from any demolition or construction activity on any other property, (i) any action taken or not taken to which Buyer has consented in writing, (j) any action required to be taken or required to be omitted pursuant to this Agreement or taken with Buyer’s prior express written consent or not taken because Buyer did not give its consent, (k) any actions taken by or at the direction of Buyer or any of its controlled Affiliates, (l) the failure of the Company Group to meet any projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period ending on or after the date of this Agreement; provided, however, that this clause (l) shall not be construed as implying that the Company or the Sellers are making any representation or warranty with respect to any projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period; provided, further, that clause (l) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet such projections, budgets, forecasts or estimates has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Material Adverse Effect), (m) the commencement, occurrence, continuation or escalation of any war, armed hostilities, mass shooting or acts of terrorism, (n) the existence, occurrence or continuation of any epidemics, pandemics (including COVID-19) or public health emergencies or any Pandemic Measure or any change in Pandemic Measures following the date of this Agreement or (o) the existence, occurrence or continuation of any casualty event or condemnation or any civil disturbance, earthquakes, floods, tornados, hurricanes, tropical storms, fires, power outages or other natural disasters or force majeure events or any national, international or regional calamity; provided that in the case of clauses (b), (c), (d), and (o) such changes may be taken into account to the extent (but only to the extent) that such changes have had a disproportionate impact on the Company Group, taken as a whole, as compared to other casinos or hotels in Las Vegas, Nevada.

“Company Subsidiaries” means the Subsidiaries of the Company.

“Company Transaction Expenses” means, solely to the extent such fees and expenses are incurred and remain unpaid as of 4:59 a.m. Las Vegas Time on the Closing Date: (i) the fees and disbursements of outside counsel to the Company (including its direct and indirect equityholders to the extent payable by the Company); (ii) fees and expenses of accountants to the Company; (iii) fees and expenses of other advisers to the Company; (iv) fees and disbursements of bona fide third-party investment bankers and financial advisors to the Company; and (v) all retention payments (other than the Retention Payments included in Section 2.03(a)), “single-trigger” severance obligations (other than any severance obligations resulting from any actions or events following the Closing), and change of control or transaction bonuses payable to any current or former individual service provider of the Company Group by the Company Group, including the employer portion of any payroll, social security, unemployment or similar Taxes in respect of such payments, in each case of clauses (i) through (v) above, incurred as a result of, or in connection with the Sale.

4

“Confidentiality Agreement” means the Non-Disclosure Agreement between MGM Resorts International Operations, Inc. and BRE Spade Parent LLC, dated July 13, 2021, as amended from time to time.

“Contract” means any contract, agreement, instrument or other legally binding obligation to which any of the Company or the Company Subsidiaries is a party.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by Contract or otherwise.

“Customer Data” means all Personal Information collected in the conduct of its business identifying hotel guests, gaming patrons, convention attendees and exhibitors, or other visitors to the Real Property, in each case, as stored in customer databases, customer lists, and other historical records of customers included in the books and records of the Company Group or the IT Assets, including for the avoidance of doubt, the Identity Membership Program.

“Data Room” means the electronic “data room” hosted by Datasite LLC, and prepared by the Sellers and their advisors in connection with the transactions contemplated by this Agreement.

“Disclosure Schedules” means the Disclosure Schedules delivered in connection with, and constituting a part of, this Agreement.

“Environmental Laws” means all federal, state and local laws, statutes, codes, directives, ordinances, orders, judgments, writs, stipulations, awards, injunctions or decrees regarding pollution, or protection of the environment or natural resources or of human health and safety (as affected by exposure to harmful or deleterious substances) and all rules and regulations promulgated thereunder by Governmental Entities with jurisdiction over such matters.

“Environmental Matter” means any matter relating to (i) the Release or threatened Release of a Hazardous Material or (ii) violations of or liabilities arising under applicable Environmental Laws.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any member of the Company Group is treated as a single employer under Section 414 of the Code.

“Estimated Purchase Price” means (a) the Base Purchase Price plus (b) the Applicable Estimated Working Capital Amount minus (c) the Retention Payments minus (d) the Estimated Company Transaction Expenses.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

5

“Existing Financing” means, collectively, (i) those certain mortgage and mezzanine loans described in Section 6.10 of the Disclosure Schedules, together with any amendments or modifications thereto or extensions thereof and any loans availed to by the Company Group on or after the date hereof and prior to the Closing in replacement of any of those loans described in Section 6.10 of the Disclosure Schedules, (ii) any interest rate and currency swaps, caps, collars and similar hedging arrangements under which payments are obligated to be made by the Company Group and (iii) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any of the foregoing.

“Existing Operating Lease” means that certain Lease and Operating Agreement dated as of December 19, 2014, between Propco, as lessor, and Opco, as lessee, as amended by that certain First Amendment thereto, dated as of November 9, 2016, and as further amended by that certain Second Amendment thereto, dated as of November 9, 2017, as may be amended, restated, replaced or otherwise modified from time to time.

“Existing Propco Mortgage Lender” means the holder of any Existing Financing secured by a Lien on all or any portion of the Real Property.

“Existing Rental Management Agreement” means that certain Rental Program Agreement for The Cosmopolitan of Las Vegas West Tower Residential Units dated as of October 2018, between CAP LV and Opco, as may be amended, restated, replaced or otherwise modified from time to time.

“Fraud” means, with respect to a representation or warranty (including any representation or warranty set forth in Article III or Article IV or any certificate delivered pursuant to this Agreement) and as it relates to a Person, that (a) there was actual knowledge by such Person that such representation or warranty is or was false (as opposed to any fraud claim based on constructive knowledge or reckless misrepresentation, equitable fraud or a similar theory); (b) there was an intention to induce such party to whom such representation or warranty was made to act or refrain from acting; (c) such party to whom such representation or warranty was made, in reliance upon such false representation, took or refrained from taking action; and (d) such party to whom such representation or warranty was made suffered damage by reason of such reliance.

“Fundamental Representations” means each of the representations and warranties set forth in (i) Section 3.01 (Organization and Qualification), (ii) Section 3.02 (Authority), (iii) Section 3.04 (Ownership of Interests), (iv) Section 4.01 (Organization and Qualification), (v) Section 4.02 (Capitalization) and (vi) Section 4.19 (Brokers).

“GAAP” means generally accepted accounting principles as applied in the United States.

“Gaming” or “Gaming Activities” means the conduct of gaming and gambling activities, or the ownership or use of gaming devices, equipment and supplies in the operation of a casino or other enterprise, including, without limitation, slot machines, gaming tables, sports and race wagering systems, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems and related and associated equipment and supplies.

6

“Gaming Approvals” means all approvals, licenses, permits, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions required, issued or granted by any Gaming Authorities that are necessary for (i) Sellers to sell the Interests to Buyer in accordance with the terms hereof and (ii) Buyer to own, operate, manage and conduct Gaming Activities at the Real Property.

“Gaming Authorities” means all governmental authorities, boards, commissions, departments or agencies with regulatory control or jurisdiction over the Gaming Activities of the Company and the Company Subsidiaries, in any jurisdiction, including without limitation, in the State of Nevada, the Nevada Gaming Commission, the Nevada Gaming Control Board and the ▇▇▇▇▇ County Board.

“Gaming Laws” means all laws, statutes, notices and ordinances pursuant to which the Gaming Authorities possess regulatory, permit or licensing authority over Gaming Activities, and all rules and regulations promulgated by such Gaming Authorities thereunder, including without limitation the Nevada Gaming Control Act, as codified in NRS Chapter 463, the regulations of the Nevada Gaming Commission promulgated thereunder, and the ▇▇▇▇▇ County Code.

“Governmental Entity” means any national, federal, state, county, regional, municipal or local governmental, quasi-governmental, regulatory or administrative authority, agency or commission or any court, arbitral, tribunal or judicial body, or other subdivision thereof, and any entity, body, authority or instrumentality exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, including, without limitation the Gaming Authorities.

“Hazardous Materials” means any substance, material or waste that is defined, listed, identified, designated, restricted, or otherwise regulated as hazardous or toxic, as a pollutant or contaminant, or words of similar meaning or regulatory effect under any applicable Environmental Laws.

“HSR Act” means the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Income Tax” means any Tax measured by or calculated with respect to (i) income, profits, gross receipts, sales (other than sales and use Taxes), proceeds or similar items, and (ii) multiple bases including any item described in clause (i), in each case, including any estimated Taxes.

“Income Tax Return” means any Tax Return related to Income Taxes.

“Intellectual Property Rights” means all worldwide intellectual property rights, including: (a) patents and patent applications, including reissues, divisions, continuations, continuations in part, renewals, extensions and reexaminations thereof, (b) trademarks, service marks, trade dress, logos, Internet domain names, other similar designations of source, and registrations and applications for registration thereof and the goodwill of the business symbolized thereby, (c) copyrights and registrations thereof, (d) trade secrets, confidential information and know-how, and (e) any and all similar, corresponding or equivalent intellectual or proprietary rights, including those in software and technology.

7

“Intercompany Agreement” means any agreement or transaction between any of the Sellers or their Affiliates (other than the Company and the Company Subsidiaries), on the one hand, and the Company and/or any of the Company Subsidiaries on the other hand (but shall not include agreements solely between the Company and one or more of the Company Subsidiaries or agreements solely between the Company Subsidiaries).

“IRS” means the United States Internal Revenue Service.

“Law” means any law (including common law), statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree of any Governmental Entity.

“Leases” means all leases, subleases, licenses, concession agreements, management agreements or other agreements granting use or occupancy rights with respect to any portion of the Real Property (together with all amendments, modifications, supplements, extensions and related agreements, if any, thereto), in each case, to which the Company or any of the Company Subsidiaries is a party as landlord, lessor, or in such similar capacity, and, for clarity, excluding the Existing Operating Lease.

“Lien” means any lien, mortgage, pledge, conditional or installment sale agreement, encumbrance, covenant, restriction, option, right of first refusal, easement, security interest, charge, encumbrance, deed of trust, right-of-way, encroachment, community property interest or other claim or restriction of any nature, whether voluntarily incurred or arising by operation of Law.

“Liquor Licenses” means any licenses or permits for the sale of alcoholic beverages at the Real Property issued by the ▇▇▇▇▇ County Board.

“New Operating Lease” means that certain lease to be entered into at Closing between New Propco and Opco in the form set forth in Exhibit B hereto (as the same may be modified pursuant to Section 6.16, if applicable).

“New Operating Lease Closing Deliveries” means those certain deliveries of landlord contemplated to be delivered on the effective date of the New Operating Lease.

“New Operating Lease Guaranty” means that certain guaranty of all obligations of tenant under the New Operating Lease to be entered into at Closing by Buyer, in the form set forth in Exhibit B-1 hereto.

“New Operating Lease SNDA” means that certain subordination, non-disturbance and attornment agreement between Existing Propco Lender or New Propco Lender, as applicable, substantially in substantially the form set forth in Exhibit B-2 hereto.

“New Propco” shall have the meaning set forth in the Recitals, and which will be the owner of the Real Property as of and immediately following the Closing.

“New Propco Debt Financing” shall mean one or more mortgage and/or mezzanine or other debt financings to be obtained at Closing by or on behalf of New Propco with respect to the Real Property.

8

“New Transition Services Agreement” means that certain Transition Services Agreement in the form set forth in Exhibit B-3 hereto.

“Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or other measure, in each case, to the extent required by any Applicable Law, directive, actions, guidelines or recommendations issued by any Governmental Entity, the World Health Organization or industry group providing for restrictions in response to COVID-19 or any similar epidemic, pandemic or public health emergency.

“Permitted Liens” means (a) statutory Liens for Taxes, assessments or other charges by Governmental Entities not yet due and payable or the amount or validity of which are being contested in good faith and for which appropriate reserves have been taken in accordance with GAAP, (b) mechanic’s, workmen’s, repairmen’s, carrier’s, warehousemen’s or other like Liens for amounts not yet due and payable or the amount or validity of which are being contested in good faith, (c) Liens that secure debt that is reflected on the balance sheets included in the Financial Statements (excluding the Existing Financing) or that are made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, pension programs mandated under Applicable Laws or other social security regulations, (d) any matters disclosed in the title commitment or reflected on the survey provided to Buyer in the Data Room, (e) any matter whether or not shown by the public records, overlaps, encroachments and any matters not of record that would be disclosed by an accurate survey or an inspection of the property provided that the same do not have a material adverse effect on the Real Property or the operations conducted thereon, (f) Liens securing debt or liabilities that are disclosed in the Disclosure Schedules (including the Existing Financing to be paid off at Closing) or that the Company or a Company Subsidiary is permitted to enter into pursuant to the terms Section 6.01, (g) rights of tenants or other parties in possession, without any right of first refusal, right of first offer or other option to purchase the Real Property (or any portion thereof), (h) title to any portion of any owned or leased real property lying within the boundary of any public or private road, easement or right of way, (i) rights of parties in possession as tenants only, (j) Liens created, imposed or promulgated by Law or by any Governmental Entities, including zoning regulations, use restrictions and building codes, and (k) Liens, rights or obligations created by or resulting from the acts or omission of Buyer or any of its Affiliates and their respective investors, lenders, employees, officers, directors, members, stockholders, agents, Representatives, contractors, invitees or licensees or any person claiming by, through or under any of the foregoing.

“Person” or “person” means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Entity or other entity (including any person or group as defined in Section 13(d)(3) of the Exchange Act).

“Personal Information” means all information in any form or media that identifies or could be used to identify or is otherwise related to an individual person (including any current, prospective, or former customer, end user or employee), in addition to any definition for “personal information” or any similar term provided by applicable Law or by any member of the Company Group in any of its public privacy policies or contracts (e.g., “personal data,” “personally identifiable information” or “PII”).

9

“Previously Disclosed” with regard to the Company and the Company Subsidiaries, means (a) information set forth on its Disclosure Schedule corresponding to the provision of this Agreement to which such information relates; provided that information which is reasonably apparent on its face that it relates to another provision of this Agreement shall also be deemed to be Previously Disclosed with respect to such other provision, (b) written information set forth in management presentations prepared by or on behalf of the Company Group and/or the Sellers in connection with or in anticipation of the Sale and provided to the Buyer prior to the date of this Agreement and (c) matters disclosed in the Provided Reports.

“Privacy Laws” means any and all applicable Laws and binding industry self-regulatory standards (including of any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical or administrative), disposal, destruction, disclosure or transfer (including cross-border) of any Personal Information, including the Federal Trade Commission Act, California Consumer Privacy Act (CCPA), Nevada Privacy Law, Payment Card Industry Data Security Standard (PCI-DSS), any and all applicable Laws relating to breach notification, the use of biometric identifiers, and the use of Personal Information for marketing purposes.

“Privacy Requirements” means all applicable Privacy Laws and each members of the Company Group’s public or posted policies and contractual obligations and representations relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information.

“Property” means all assets owned or leased by the Company Group and either (a) located in, on or within the Real Property, or (b) used in connection with the operation of the business of the Company Group on the Real Property (but, in each case, expressly excluding the Real Property itself).

“Provided Reports” means those certain materials set forth in Section 1.01(B) of the Disclosure Schedules which have been provided to Buyer in the Data Room.

“Real Property” means the real property that is the subject of the New Operating Lease and is more particularly described therein as the “Leased Property”.

“Reference Date” means (i) if the anticipated Closing Date is on or after the 15th day of a month, 4:59 am Las Vegas Time as of the first day of the month for the month in which the Estimated Closing Statement is to be delivered; and (ii) if the anticipated Closing Date is prior to the 15^th day of a month, 4:59 am Las Vegas Time as of the first day of the month one month prior to the month in which the Estimated Closing Statement is to be delivered.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the indoor or outdoor environment.

10

“Representatives” means, with respect to any person, the directors, officers, employees, advisors (including investment bankers, financial advisors, legal counsel, accountants and consultants), financing sources and other agents and representatives of such person and its Subsidiaries.

“Retention Payments” means, solely to the extent unpaid as of the Closing, the amounts payable to the Retention Payment Recipients, as set forth on the Closing Bonus Schedule, pursuant to awards granted prior to the Closing under the Retention Bonus Plan, including, solely to the extent unpaid as of the Closing, the employer portion of any payroll, social security, unemployment or similar Taxes in respect of such payments (determined assuming that each Retention Bonus Recipient received compensation during the calendar year in which the Closing occurs, with such compensation equal to the greater of, prior to such employee’s receipt of such payments, (x) such employee’s total wages (as reported on such employee’s Form W-2) during the prior calendar year, and (y) the actual amount paid to such employee by the Group Companies during the calendar year in which the Closing occurs).

“Retention Bonus Plan” means The Cosmopolitan of Las Vegas Retention Bonus Plan.

“Retention Payment Recipient” means any Person listed on the Closing Bonus Schedule.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller Parties” means, collectively, each of the Sellers and any of their former, current or future directors, officers, employees, agents, general or limited partners, managers, members, equityholders, Affiliates, successors or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, equityholder, Affiliate, successor or assignee of any of the foregoing.

“Sellers’ knowledge” or “knowledge of the Sellers” or similar phrase means the actual (but not constructive or imputed) knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, in each case, without independent investigation.

“Solvent” when used with respect to any person, means that, as of any date of determination, (a) the “present fair saleable value” of such person’s total assets exceeds (i) the value of such person’s total “liabilities, including a reasonable estimate of the amount of all contingent and other liabilities,” as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors and (ii) the amount that will be required to pay the probable liabilities of that person on its existing debts (including contingent liabilities) as such debts become absolute and matured, (b) such person will not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or intends to engage and (c) such person will be able to pay all of its liabilities (including contingent liabilities) as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged” and “able to pay all of its liabilities (including contingent liabilities) as they mature” mean that such person will be able to generate enough cash from operations, asset dispositions, financing, or a combination thereof, to meet its obligations as they become due.

“Stamp Duty” means the stamp duty chargeable under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) in connection with the transfer of the NP1HK Interests.

11

“Stamp Duty and Transfer Filings” means the submission of all required documents and information to the Stamp Office in relation to the adjudication of the Stamp Duty and the stamping of the bought and sold notes and the instrument of transfer for the transfer of the NP1HK Interests under this Agreement, in accordance with the laws of Hong Kong.

“Stamp Office” means the Stamp Office of the Inland Revenue Department of the Government of Hong Kong.

“Subsidiary” of any person means another person (a) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is owned or controlled directly or indirectly by such first person and/or by one or more of its Subsidiaries or (b) of which such first person and/or one of its Subsidiaries serves as a general partner (in the case of a partnership) or a manager or managing member (in the case of a limited liability entity) or similar function.

“Target Working Capital” means negative Twenty-Five Million Dollars (-$25,000,000).

“Tax” and “Taxes” means any U.S. federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, stamp, franchise, employment (including with respect to tips and gratuities), payroll (including with respect to tips and gratuities), withholding (including with respect to tips and gratuities), social security (or similar, including FICA), escheat or unclaimed property, environmental, unemployment, disability, property, estimated, alternative or add-on minimum or any other tax, custom, duty, governmental fee or other like assessment or charge in the nature of taxes, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Entity.

“Tax Return” means any return, report or similar statement filed or required to be filed with a taxing authority with respect to any Tax, including any information return, claim for refund, amended return or declaration of estimated Tax.

“Working Capital” means, as of any date of determination, an amount calculated and using the methodologies, in each case, as set forth on Exhibit A.

Each of the following terms is defined in the Section set forth opposite such term:

12

13

ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign and transfer to Buyer, and Buyer shall purchase and acquire from the Sellers, all of the Interests, in each case, free and clear of all Liens other than Liens arising under applicable securities Laws (the “Sale”), in exchange for the Purchase Price.

Section 2.02 Closing. Unless this Agreement shall have been terminated pursuant to Section 8.01, the closing of the Sale (the “Closing”) will take place at 10:00 a.m. (New York time) no more than ten (10) Business Days (but no less than five (5) Business Days) after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of such conditions) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to as the “Closing Date”.

Section 2.03 Purchase Price.

(a) The aggregate purchase price to be paid by Buyer in consideration for the purchase of the Interests (the “Purchase Price”) shall equal (i) $1,625,000,000 (the “Base Purchase Price”), plus (ii) the Applicable Closing Working Capital Amount, minus (iii) the Retention Payments, minus (iv) the Closing Date Transaction Expenses.

(b) The Purchase Price shall be paid in accordance with Section 2.05 and Section 2.06(f).

(c) Within ten (10) Business Days after the date of this Agreement, Buyer shall deliver cash in an amount equal to Five Hundred Million Dollars ($500,000,000) (the “Deposit”) in immediately available funds by wire transfer to an escrow agent mutually selected by Buyer and the Sellers (in such capacity, “Escrow Agent”). Upon delivery by Buyer to Escrow Agent, the Deposit will be deposited by Escrow Agent in an interest-bearing bank account reasonably

14

approved by the Sellers and Buyer (the “Escrow Account”). All investments of the Deposit shall be subject to the approval of each of the Buyer and Sellers, each acting reasonably. The Escrow Agent shall hold the Deposit in escrow in the Escrow Account and shall hold or apply such proceeds in accordance with this Section 2.03(c) and the terms of an escrow agreement incorporating the applicable terms of this Section 2.03(c) and otherwise in form and substance reasonably satisfactory to the Sellers (the “Escrow Agreement”). At the Closing, the Deposit may, if so elected by the Buyer, be paid by the Escrow Agent to the Sellers as partial payment of the Estimated Purchase Price. If for any reason the Closing does not occur and this Agreement is terminated and (without limiting the obligations of each of the Buyer and the Sellers under this Agreement in respect of the Deposit (including pursuant to Section 2.05 and Section 8.02(b))) either Buyer or the Sellers makes a written demand upon the Escrow Agent for payment of the Deposit in accordance with Section 8.02, the Escrow Agent shall, within twenty-four (24) hours thereof give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within seven (7) Business Days after the giving of such notice, the Escrow Agent shall be authorized to make such payment. If the Escrow Agent does receive such written objection within such seven (7) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the Buyer and the Sellers or a final judgment of a court of competent jurisdiction for the release of such funds in accordance with Section 8.02. All interest earned on the Deposit while held by Escrow Agent shall be paid to Buyer, except that if the Closing occurs and Buyer uses any interest amounts in the Escrow Account to fund in part the Estimated Purchase Price, Buyer shall receive a credit against the Estimated Purchase Price for such interest. Buyer, on the one hand, and the Sellers, on the other hand, shall each bear 50% of the fees and expenses incurred in connection with the Escrow Account.

Section 2.04 Determination of Estimated Purchase Price. Not less than three (3) Business Days prior to the Closing Date, the Sellers shall deliver, or cause to be delivered, to the Buyer a statement (the “Estimated Closing Statement”) which sets forth in reasonable detail, in each case as of the Reference Date (a) an unaudited consolidated balance sheet of the Company Group, (b) the estimated Working Capital (the “Estimated Working Capital”), (c) the estimated amount of the Retention Payments, (d) the estimated amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (e) the calculation of the Estimated Purchase Price based thereon.

Section 2.05 Closing Date Payments. At the Closing, Buyer shall make (or cause to be made) a payment to the Sellers, by wire transfer of immediately available funds to the account or accounts designated to Buyer in writing no later than two (2) Business Days prior to the Closing Date, in an amount equal to the Estimated Purchase Price. The Buyer may elect to use the funds held in Escrow Account in partial satisfaction therefor, in which case the Buyer and the Sellers shall instruct the Escrow Agent accordingly.

15

Section 2.06 Closing Statement.

(a) As promptly as possible and in any event within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to the Sellers, at the sole expense of Buyer, (i) an unaudited consolidated balance sheet of the Company Group as of 4:59 a.m. Las Vegas Time on the Closing Date (collectively, the “Closing Balance Sheet”) and (ii) a statement (the “Final Closing Statement”) which sets forth in reasonable detail Buyer’s calculation of Closing Date Working Capital, the Retention Payments, the Closing Date Transaction Expenses, and the calculation of the Purchase Price based thereon, in each case prepared in accordance with the definitions set forth in this Agreement, and in the case of the Closing Balance Sheet and the Closing Date Working Capital, as calculated using the same methodologies, principles, conventions, policies and procedures as were used in the preparation of the example calculation of Closing Date Working Capital set forth on Exhibit A. The Closing Balance Sheet and the Final Closing Statement will be based exclusively on the facts and circumstances as they exist as of 4:59 a.m. Las Vegas Time on the Closing Date and shall exclude the effects of any event, act, change in circumstances or similar development arising or occurring thereafter (including on the Closing Date) (other than the repayment of the Existing Financing as contemplated hereby and other than with respect to the calculation of the Retention Payments), including entry into the New Operating Lease. If Buyer fails to timely deliver the Final Closing Statement (or any of the determinations and calculations required to be contained therein) in accordance with the foregoing, then, at the election of the Sellers, in their sole discretion, either (i) the Estimated Closing Statement and the Estimated Purchase Price shall be deemed to be the final Closing Statement and Final Purchase Price, respectively, or (ii) the Sellers shall require the Sellers and Buyer to retain (at the sole expense of Buyer) the Independent Accountants to review the books and records of the Company Group, to review the calculation of the Estimated Purchase Price and to determine the Final Purchase Price in accordance with Section 2.04, except that the Independent Accountants’ determination shall not be limited to a determination of Disputed Amounts.

(b) For the purposes of complying with the terms of this Section 2.06, Buyer and the Company Group, on the one hand, and the Sellers, on the other hand, shall cooperate with and shall provide each other and each other’s respective Representatives and Affiliates with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and Representatives of such party and subject to the execution of any customary confidentiality and hold harmless agreement as may be required, the work papers of such party’s accountants, if any, prepared or reviewed in connection with the preparation and analysis of the Final Closing Statement and the resolution of any disputes thereunder, and Buyer shall allow the Sellers and their Representatives and Affiliates to make reasonable inquiries of the Company’s Representatives regarding questions concerning, or disagreements with, the Final Closing Statement and cause the Company’s Representatives to reasonably cooperate with and timely respond to such inquiries provided that such actions do not unreasonably interfere with the operations of the Company Group.

(c) On or prior to the date that is forty-five (45) days following the Sellers’ receipt of the Final Closing Statement (such period, the “Review Period”), the Sellers may object to the Final Closing Statement by delivering to Buyer a written statement setting forth any such objections in reasonable detail, indicating each disputed item, the basis for its disagreement therewith and the dollar amount of each such disagreement (the “Statement of Objections”). If the Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Statement, and the calculation of the Purchase Price based thereon shall be deemed to have been accepted by the Sellers and shall be deemed final and binding upon the parties. Any determination set forth in the Final Closing Statement which is not specifically objected to in the Statement of Objections will be deemed accepted by the Sellers and will be final, conclusive and binding upon all parties upon delivery of the Statement of Objections.

16

(d) If the Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and the Sellers shall negotiate in good faith to resolve such objections within fifteen (15) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Final Closing Statement and the calculation of the Purchase Price based thereon with such changes as may have been agreed in writing by Buyer and the Sellers shall be final and binding on all parties. If the Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then Buyer and the Sellers shall, within fifteen (15) days following the end of the Resolution Period, refer any amounts remaining in dispute (the “Disputed Amounts”) for resolution to PricewaterhouseCoopers (provided that if PricewaterhouseCoopers is unable or unwilling to serve in such capacity, the Sellers and Buyer shall work in good faith to jointly select an alternative firm that is a nationally recognized independent accounting firm reasonably acceptable to Buyer and Sellers) (the “Independent Accountants”). If Buyer and Sellers do not agree on the replacement selection of the Independent Accountants within thirty (30) days after the end of the Resolution Period, either party may request the American Arbitration Association to appoint, within fifteen (15) days from this request, a firm of independent public accountants of nationally recognized standing, which is independent of each of Buyer and Sellers, to serve as the Independent Accountants. Buyer and the Sellers will execute a customary engagement letter, will cooperate with the Independent Accountants during the term of its engagement, and will provide the Independent Accountants, at the time of such referral, with the Final Closing Statement and the Statement of Objections. The Sellers and Buyer shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the Disputed Amounts. The parties will endeavor that the Independent Accountants shall, within thirty (30) days of its referral, make a final, written determination as to the Disputed Amounts. No party shall have or conduct any communications, whether written or oral, with the Independent Accountants without the other of Buyer or the Sellers either being present or concurrently receiving a written copy of any such communications. Neither Buyer nor the Sellers will disclose to the Independent Accountants, and the Independent Accountants will not consider for any purpose, any settlement discussions or settlement offer made by or on behalf of Buyer or the Sellers, unless otherwise agreed by Buyer and the Sellers. The Sellers and Buyer will instruct the Independent Accountants to only resolve the Disputed Amounts and the decision of the Independent Accountants for each Disputed Amount must be within the range of values assigned to each such item in the Final Closing Statement and the Statement of Objections, respectively. The Independent Accountants will be instructed to make their determination based solely on written submissions by Buyer and the Sellers that are in accordance with this Agreement (i.e., not on the basis of an independent review). The Final Closing Statement and the calculation of the Final Purchase Price based thereon, in each case, as determined by the Independent Accountants in accordance with this Section 2.06(d) will be final and binding upon all parties, absent manifest error or fraud, on the date the Independent Accountants deliver their final determination in writing to Buyer and to the Sellers. The parties hereto agree that the procedures set forth in this Section 2.06(d) for resolving disputes with respect to the Final Closing Statement shall be the sole and exclusive method for resolving any such disputes; provided, that this Section 2.06(d) shall not prohibit Buyer or Sellers from instituting litigation to enforce any determination of the Final Purchase Price by the

17

Independent Accountants, or to compel any Party to submit any dispute arising in connection with this Section 2.06(d) to the Independent Accountants pursuant to, and in accordance with, the terms and conditions of this Section 2.06(d), in any court or other tribunal of competent jurisdiction in accordance with Section 9.11. It is the intent of the parties hereto to have any determination of the Final Purchase Price by the Independent Accountants proceed in an expeditious manner; provided, that (i) any deadline or time period contained herein may be extended or modified by the written agreement of Buyer and Sellers and (ii) the parties hereto agree that the failure of the Independent Accountants to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Independent Accountants which otherwise conforms to the terms of this Section 2.06(d).

(e) The fees, costs and expenses of the Independent Accountants incurred in the resolution of the Disputed Amounts shall be allocated and paid by Buyer, on the one hand, and by the Sellers, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Independent Accountants that is unsuccessfully disputed by such party (as finally determined by the Independent Accountants) bears to the total amount of disputed items submitted. For example, if the Sellers challenge the calculation of the Final Purchase Price by an amount of $100,000, but the Independent Accountants determine that the Sellers have a valid claim for only $60,000, then the Buyer shall bear sixty percent (60%) of the fees and expenses of the Independent Accountants and the Sellers shall bear the other forty percent (40%) of such fees and expenses. Following delivery of the Independent Accountants’ determination, Buyer and Sellers shall mutually revise the Final Closing Statement to effect the calculation of the final Purchase Price in accordance therewith.

(f) No later than five (5) Business Days after the Purchase Price has been finally determined pursuant to this Section 2.06 (the “Final Purchase Price”) the following payments (if any) shall be made, by wire transfer of immediately available funds to the account (or accountants) specified in writing by the Sellers or Buyer, as applicable:

(i) If the Final Purchase Price is greater than the Estimated Purchase Price, Buyer shall pay the amount of such excess to the Sellers by wire transfer of immediately available funds to an account or accounts designated by Sellers in writing.

(ii) If the Estimated Purchase Price is greater than the Final Purchase Price, the amount of such excess shall be paid by Sellers by wire transfer of immediately available funds to an account or accounts designated by Buyer in writing.

(iii) If the Final Purchase Price is equal to the Estimated Purchase Price, no adjustment payment shall be made.

Section 2.07 Closing Deliverables.

(a) Closing Deliverables of the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

(i) the certificate of the Sellers as required pursuant to Section 7.02(c);

18

(ii) assignment and assumption agreements substantially in the forms attached hereto in Exhibit C (the “Interest Assignments”) with respect to the Interests in respect of NP1 Pegasus and Opco, duly executed by the applicable Sellers;

(iii) in the case of Seller 1, (1) a duly executed share transfer instrument in substantially the form set out in Exhibit D with respect to the transfer of the NP1HK Interests held by Seller 1 to Buyer and (2) a local share transfer agreement in form mutually agreed upon between Sellers and Buyer with respect to the transfer of the NP1HK Interest held by Seller 1 for HK stamp duty purposes, duly executed by Seller 1;

(iv) in the case of Seller 1, the share certificate in respect of the NP1HK Interests held by Seller 1, registered in the name of Seller 1;

(v) in the case of Seller 1, a copy of the minutes or written resolution of the board of directors of NP1HK approving, among others, the transfer of the NP1HK Interests from Seller 1 to Buyer and the appointment of any new director designated by Buyer and notified to the Sellers no less than ten Business Days prior to the Closing Date;

(vi) in the case of Seller 1, duly executed bought and sold notes in respect of the transfer of the NP Interests sold by Seller 1 to the Buyer in substantially the form set out in Exhibit E:

(vii) a copy of the New Operating Lease, executed by New Propco;

(viii) a copy of the termination agreement between CAP LV and Propco terminating the Existing Rental Management Agreement effective as of Closing;

(ix) with respect to the Existing Financing, copies of the payoff letter(s) and other instruments of discharge for the Existing Financing, evidencing payoff and discharge of the Existing Financing and related security therefor upon repayment of the Existing Financing as contemplated by Section 6.10;

(x) letters of resignations, or other evidence of the removal, of those directors and officers (or equivalent) of the Company Group as specified in writing by Buyer not less than five (5) Business Days prior to the Closing Date, with such resignations to be effective as of the Closing Date;

(xi) letters of resignation, or other evidence of the removal, of all directors and officers (or equivalent) of any condominium, homeowners or similar association governing or otherwise affecting the Real Property, with such resignations to be effective as of the Closing Date;

(xii) a copy of the termination of the Existing Operating Lease (including a release of any obligations or liabilities of Tenant thereunder), effective as of the Closing Date; and

(xiii) the IRS Form W-9 required pursuant to Section 6.08(a).

19

(b) Closing Deliverables of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to the Sellers:

(i) the certificate of Buyer as required pursuant to Section 7.03(c); and

(ii) each of the Interest Assignments, duly executed by Buyer

(iii) the New Operating Lease, duly executed by Opco (through Buyer):

(iv) the New Operating Lease Guaranty, duly executed by Buyer;

(v) the New Transition Services Agreement, duly executed by Opco;

(vi) the New Operating Lease SNDA, duly executed by Opco (through Buyer);

(vii) a local share transfer agreement in form mutually agreed upon between Sellers and Buyer with respect to the transfer of the NP1HK Interest held by Seller 1 for HK stamp duty purposes, duly executed by Buyer;

(viii) evidence of the insurance required to be obtained by Buyer as tenant under Article XIII of the New Operating Lease; and

(ix) the other New Operating Lease Closing Deliveries.

Section 2.08 Withholding. Buyer and its agents shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement any Taxes required to be deducted and withheld pursuant to any provision of Law; provided that, no such deduction or withholding shall be made to the extent that Sellers deliver the documentation required pursuant to Section 6.08(a) of this Agreement prior to Closing. In the event that such documentation is not provided, and to the extent any Taxes are then so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth in the Disclosure Schedules, the Sellers hereby represent and warrant to Buyer, as follows:

Section 3.01 Organization and Qualification. The Sellers are each a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Seller has the requisite power and authority to carry on its business as it is now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of the Sellers to consummate the Sale.

20

Section 3.02 Authority. The Sellers have the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Sellers and the consummation by the Sellers of the transactions contemplated hereby have been duly authorized by all necessary action and no additional proceeding on the part of the Sellers is necessary to authorize the execution, delivery and performance by the Sellers of this Agreement or the consummation of the transactions contemplated hereby by the Sellers. This Agreement has been duly executed and delivered by the Sellers and, assuming the due authorization, execution and delivery of this Agreement by each other party hereto, constitutes the valid and binding obligation of the Sellers enforceable against the Sellers in accordance with its terms, except as such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Section 3.03 No Conflict; Required Filings and Consents.

(a) Assuming that all consents, approvals and authorizations described in Section 3.03(b), including the Gaming Approvals, have been obtained and all filings and notifications described in Section 3.03(b) have been made and any waiting periods thereunder have terminated or expired, and except as otherwise provided in this Article III and except as may result from any facts or circumstances relating to the identity of Buyer or its Affiliates, none of the execution, delivery or performance of this Agreement by the Sellers or the consummation by the Sellers of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of the organizational documents of the Sellers, (ii) conflict with or violate any Law applicable to the Sellers, or any of its properties or assets, or (iii) require any consent, notice or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, modification, cancellation, purchase or sale of, or result in the triggering of any payment or in the creation of a Lien (other than a Permitted Lien) upon any of the properties or assets (including rights) of the Sellers, pursuant to, any Contract to which a Seller is a party (or by which any of their respective assets (including rights) are bound), except, with respect to clause (iii), (A) as set forth in Section 3.03(a) of the Disclosure Schedules or (B) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of the Sellers to consummate the Sale.

(b) Except as may result from any facts or circumstances relating to the identity of Buyer or its Affiliates, none of the execution, delivery or performance of this Agreement by the Sellers or the consummation by the Sellers of the transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity with respect to the Sellers or any of its respective properties or assets, other than (i) such filings as may be required in connection with the payment of any transfer taxes or stamp duty, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable federal or state securities or “blue sky” Laws, (iv) such consents, approvals, authorizations, permits, filings, registrations or notifications as may be required as a result of the identity of Buyer or any of its

21

Affiliates, and (v) the Gaming Approvals and the Liquor Licenses, except in each case, where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of the Sellers to consummate the Sale.

Section 3.04 Ownership of Interests. Each Seller is the sole owner of, and has good, valid and marketable title to, the Interests set forth opposite such Seller’s name on Section 3.04 of the Disclosure Schedules. The Interests are free and clear of any Liens other than Liens arising under applicable securities Laws or as set forth in the Company Organizational Documents. Upon transfer of the Interests to Buyer at the Closing in accordance with this Agreement, the Buyer will own such Interests free and clear of any Liens other than (a) Liens arising under applicable securities Laws and (b) Liens created by or through Buyer or its Affiliates.

Section 3.05 Litigation. There is no Action to which any Seller is a party pending or, to the knowledge of the Sellers, threatened against Sellers that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. As of the date hereof, no Seller is subject to any outstanding order, writ, injunction, judgment or decree that, individually or in the aggregate, would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Section 3.06 Brokers. No broker, finder, financial advisor or investment banker is entitled to any broker’s, finder’s, financial advisor’s, investment banker’s fee or commission or similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made prior to the Closing by or on behalf of the Sellers for which the Buyer or the Company Group would be responsible following the Closing and where such fee, commission or payment would not be set forth as a liability in Working Capital.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO THE COMPANY

Except as Previously Disclosed, the Sellers hereby represent and warrant to Buyer solely with respect to the Company Group, as follows:

Section 4.01 Organization and Qualification^., Subsidiaries.

(a) The Company is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization. Each Company Subsidiary is a legal entity duly formed or organized, validly existing and in good standing, as applicable, under the Laws of the jurisdiction of its formation or organization, except where the failure to be so would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. The Company and each Company Subsidiary have requisite corporate or other legal entity, as the case may be, power and authority to own, lease and operate their respective properties and assets and to carry on their respective businesses as they are now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. The

22

Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole.

(b) The Sellers have made available to Buyer true and complete copies of the certificates of formation and memorandum or articles of association of the Company and the operating agreements of the Company Group (collectively, the “Company Organizational Documents”), each as in effect as of the date hereof.

Section 4.02 Capitalization.

(a) The Interests constitute all of the issued and outstanding equity interests of each of NP1 HK, NP1 Pegasus and Opco. All of the Interests were duly authorized, validly issued, are (where applicable) fully paid and non-assessable and are free of preemptive and similar rights. No Interests were issued in violation of any applicable Laws, any Contract, arrangement or commitment to which the Company or any of the Sellers is a party to or bound by, or any preemptive or similar rights of any person.

(b) As of the date hereof, except as set forth on Section 4.02(b) of the Disclosure Schedules, there are no (i) outstanding securities of the Company Group convertible into or exchangeable for one or more shares of capital stock of, or other equity or voting interests in, the Company Group, (ii) options, warrants or other rights or securities issued or granted by the Company Group relating to or based on the value of the equity securities of the Company Group, (iii) Contracts that are binding on the Company Group that obligate the Company Group to issue, acquire or sell, redeem, exchange or convert any capital stock of, or other equity interests in, the Company Group or (iv) outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by the Company Group that are linked to the value of the Interests. As of the date hereof, there are no outstanding contractual obligations of the Company Group to repurchase, redeem, exchange, convert or otherwise acquire or sell any shares of capital stock of the Company Group.

(c) Section 4.02(c) of the Disclosure Schedules sets forth a complete list of each Subsidiary of the Company, together with its jurisdiction of organization or incorporation and the ownership interest (and percentage interest) of the Company or a Company Subsidiary and any other person, as applicable, in such Subsidiary. Except as set forth in Section 4.02(c) of the Disclosure Schedules, the Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of stock or other equity securities of each of the Company Subsidiaries, free and clear of any Liens other than Liens arising under applicable securities Laws, and all of such outstanding shares of stock or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive and similar rights.

23

(d) Except as set forth in Section 4.02(d) of the Disclosure Schedules, neither the Company nor any of the Company Subsidiaries is a party to or bound by any Contract with respect to the voting of, that restricts the transfer of or that provides registration rights in respect of, any shares of capital stock or other voting securities or equity interests of the Company Group.

Section 4.03 No Conflict; Required Filings and Consents.

(a) None of the execution, delivery or performance of this Agreement by the Sellers or the consummation by the Sellers of the transactions contemplated by this Agreement will: (i) (x) conflict with or violate any provision of the Company Organizational Documents and (y) assuming that all consents, approvals and authorizations described in Section 4.03(b) have been obtained and all filings and notifications described in Section 4.03(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Company Group, or any of its respective properties or assets; or (ii) require any consent, notice or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, modification, cancellation, purchase or sale of, or result in the triggering of any payment or in the creation of a Lien (other than a Permitted Lien) upon any of the respective properties or assets (including rights) of the Company Group, pursuant to, any Contract to which the Company Group is a party (or by which any of their respective properties or assets (including rights) are bound) or any Company Permit, except, in each case, (A) as set forth in Section 4.03(a) of the Disclosure Schedules or (B) as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole.

(b) None of the execution, delivery or performance of this Agreement by the Sellers or the consummation by the Sellers of the transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity with respect to the Company Group or any of their respective properties or assets, other than (i) such filings as may be required in connection with the payment of any transfer taxes or stamp duty, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable federal or state securities or “blue sky” Laws, (iv) such consents, approvals, authorizations, permits, filings, registrations or notifications as may be required as a result of the identity of Buyer or any of its Affiliates, (v) the Gaming Approvals and any approvals with respect to the Liquor Licenses and (vi) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Sale and the other transactions contemplated by this Agreement or (B) reasonably be expected to be material to the Company Group, taken as a whole.

Section 4.04 Permits^; Compliance with Laws.

(a) The Company and each Company Subsidiary is, and for the past two (2) years has been, in possession of and in compliance with all franchises, authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity, including with respect to Gaming Laws and Environmental Laws, (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses (the “Company Permits”), and,

24

except as set forth in Section 4.04(a) of the Disclosure Schedules, all such Company Permits are in full force and effect, in each case, except where the failure to have, to be in compliance with, or the failure to be in full force and effect of, any Company Permits would not individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. As of the date hereof, no suspension or cancellation of any Company Permits is pending or, to the knowledge of the Sellers, threatened, except as would not individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole.

(b) Except as set forth in Section 4.04(b) of the Disclosure Schedules, the Company and each of the Company Subsidiaries is, and for the past two (2) years has been, in compliance with all Laws (including Gaming Laws and Environmental Laws) applicable to the Company, the Company Subsidiaries and their respective businesses and activities, except for such noncompliance that would not, individually or in the aggregate, be material to the Company Group, taken as a whole.

Section 4.05 Financial Statements. The Sellers have furnished Buyer with copies of the unaudited consolidated balance sheet of Opco and its Subsidiaries, including for such purposes NP1 HK and NP1 Pegasus, as at December 31, 2020 and the related statements of operations and cash flows for the year then ended, and the unaudited consolidated balance sheet of Opco and its Subsidiaries, including for such purposes NP1 HK and NP1 Pegasus, as at June 30, 2021 (the “Latest Balance Sheet”) and the related consolidated statements of operations and cash flows for the three and six-month periods ending June 30, 2021 (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (i) has been prepared based on the books and records of the Company Group, (ii) were prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be noted therein and subject to the absence of footnotes and normal year-end adjustments) and (iii) presents fairly, in all material respects, the consolidated financial position of Opco and its Subsidiaries together with NP1 HK and NP1 Pegasus and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be noted therein and subject to the absence of footnotes and normal year-end adjustments); provided that the Company Financial Statements do not necessarily represent the financial, operating or other results of the Company Group had the Company Group been operated as a standalone entity without Propco and CAP LV LLC.

Section 4.06 Absence of Certain Changes. Except as otherwise contemplated by this Agreement or as set forth on Section 4.06 of the Disclosure Schedules, since the date of the Latest Balance Sheet through the date hereof: (a) the Company Group has conducted in all material respects its business in the ordinary course consistent with past practice; (b) there have not been any changes, events, state of facts or developments, that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect; and (c) the Company and the Company Subsidiaries have not taken any action nor has any event occurred which would have violated the covenants of set forth in Sections 6.01(c) (except for Section 6.01(c)(iv)), 6.01(f), 6.01(g), 6.01(h), 6.01(i), 6.01(j), 6.01(k), or 6.01(m) if such action had been taken or such event had occurred between the date of this Agreement and the Closing Date.

25

Section 4.07 Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of the nature required by GAAP as in effect on the date hereof to be set forth on a consolidated balance sheet of the Company Group or in the notes thereto, other than liabilities and obligations (a) disclosed, reserved against or provided for in the Latest Balance Sheet, (b) incurred in the ordinary course of business consistent with past practice in all material respects since the date of the Latest Balance Sheet, (c) incurred in connection with the transactions contemplated hereby or otherwise disclosed in Section 4.07 of the Disclosure Schedules, or (d) that, individually or in the aggregate, are not and would not reasonably be expected to be material to the Company Group, taken as a whole.

Section 4.08 Litigation. Except as set forth on Section 4.08 of the Disclosure Schedules, as of the date hereof, there are no Actions pending or, to the knowledge of the Sellers, threatened in writing against any the Company or any Company Subsidiaries which if adversely determined would, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole.

Section 4.09 Employee Benefits.

(a) Section 4.09(a) of the Disclosure Schedules sets forth a correct and complete list, as of the date of this Agreement, of each material Company Benefit Plan. For purposes of this Agreement, the term “Company Benefit Plan” shall mean each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each other employment, severance, fringe benefits, change in control, retention, incentive, equity or equity-based compensation, deferred compensation, pension, employee loan, retirement, retiree medical or life insurance, or other employee benefit plan, policy, program or arrangement, in each case, contributed to, or sponsored or maintained by the Company Group for the benefit of current or former officers or employees of the Company Group, or with respect to which the Company Group has any direct or indirect present or future liability, other than any plan, policy, program, or arrangement which is required to be maintained by applicable Law and any benefit plan or arrangement in which union employees participate pursuant to collective bargaining agreements that are not sponsored by or maintained by the Company Group (each a “Company Benefit Plan”),

(b) With respect to each Company Benefit Plan, the Sellers have made available to Buyer correct and complete copies, as of the date of this Agreement, of: (i) each such Company Benefit Plan and all amendments thereto; (ii) each trust agreement relating to each such Company Benefit Plan, and all amendments thereto; (ii) the most recent summary plan description of each Company Benefit Plan and any material modifications thereto, if applicable; (iii) for the three most recent plan years, the (x) annual report (Form 5500) filed with the IRS, including financial statements, if applicable, and (y) actuarial or other valuation reports; and (iv) the most recent determination, advisory or opinion letter, if applicable, issued by the IRS with respect to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code.

(c) Each Company Benefit Plan has been established, maintained, and administered in material compliance with its terms and all applicable Laws, including ERISA and the Code, and there are no actions, suits, arbitrations, investigations, audits or claims (other than routine claims for benefits) pending, or to the Sellers’ knowledge, threatened with respect to any Company Benefit Plan. To the Sellers’ knowledge, no facts or circumstances exist as of the date of this Agreement, that could reasonably be expected to give rise to any such actions, suits, arbitrations, investigations, audits or claims.

26

(d) No member of the Company Group nor (to the extent any member of the Company Group could reasonably have any liability) any ERISA Affiliate has, within the last six (6) years, sponsored or has ever been obligated to contribute to, or had any liability in respect of: (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code; (ii) except as set forth in Section 4.09(d) of the Disclosure Schedules, a “multiemployer plan” (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”); (iii) a “multiple employer plan” as defined in Section 413(c) of the Code; or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(e) With respect to each Multiemployer Plan to which a member of the Company Group or (to the extent any member of the Company Group could reasonably have any liability) any ERISA Affiliate has, within the past six (6) years, sponsored or been obligated to contribute to, or had any liability in respect of, no such Multiemployer Plan is, as of the date hereof, in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA, nor, to the Company Group’s knowledge, has been in in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA. In addition, with respect to each Multiemployer Plan to which a member of the Company Group sponsors or contributes to, as of the date hereof, no member of the Company Group would be subject to “withdrawal liability” within the meaning of Section 4204 of ERISA.

(f) Except as provided in Section 4.09(f) of the Disclosure Schedules, no Company Benefit Plan provides for post-employment or retiree health benefits, except to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or other similar Laws.

(g) Except as set forth in Section 4.09(g) of the Disclosure Schedules and except for the Retention Payments, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement, either alone or in conjunction with any other event(s) will (i) accelerate the time of payment or vesting, or funding, or increase the amount of compensation or benefit due to any current or former employee, director or officer or under any Company Benefit Plan, (ii) result in any payment or benefit becoming due to any current or former employee, director or officer or under any Company Benefit Plan, or (iii) give rise to any “excess parachute payment” as defined in Section 280G(b)(1) of the Code that would not be deductible as a result of Section 280G of the Code.

Section 4.10 Labor.

(a) Except as set forth on Section 4.10(a) of the Disclosure Schedules, no employee of the Company Group is represented by any union or covered by any collective bargaining agreement. Except as set forth on Section 4.10(a) of the Disclosure Schedules, as of the date hereof, no labor organization or group of employees of the Company Group has made a pending demand for recognition or certification, and there are no material representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Sellers, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations Governmental Entity.

27

(b) Except as set forth in Section 4.10(b) of the Disclosure Schedules or as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole, (i) the Company and each Company Subsidiary is in compliance with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, safety and health and (ii) as of the date hereof, there are no complaints, charges or claims against the Company Group filed or, to the knowledge of the Sellers, threatened in writing to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company Group.

Section 4.11 Tax Matters.

(a) The Company Group has timely filed (taking into account any validly obtained extension of time within which to file) all Income Tax Returns and other material Tax Returns required to be filed by it and all such filed Tax Returns are correct, complete and accurate in all material respects, and has timely paid all Income Taxes and other material Taxes to the extent due and payable (whether or not shown or required to be shown on any Tax Return), except for Taxes being contested in good faith by appropriate proceedings and for which appropriate reserves or accruals have been reflected on the Company Financial Statements in accordance with GAAP. All material Taxes which the Company Group has been required by law to withhold or to collect from amounts paid or owing to any employee, creditor, equity holder or third party have been duly withheld and collected and have been paid to the appropriate Governmental Entity, and the Company Group have complied in all material respects with all information reporting and backup withholding provisions of applicable Law. There are no Liens upon any property or assets of the Company Group related to Taxes, except for Permitted Liens. No member of the Company Group has outstanding any agreement extending or waiving any statutory period of limitations in respect of the collection or assessment of any material Taxes.

(b) Each member of the Company Group is currently and has been, since its formation, disregarded as an entity separate from its owner for U.S. federal Income Tax purposes.

(c) There is no action, suit, investigation, audit, examination, proceeding, claim or assessment pending with respect to material Taxes imposed on, or material Tax matters relating to, the Company Group and no member of the Company Group has been notified in writing that a taxing authority intends to commence any such action, suit, investigation, audit, examination, proceeding, claim or assessment.

(d) No Seller (or such Seller’s regarded beneficial owner(s), if such Seller is disregarded for U.S. federal income tax purposes) is a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

28

(e) No member of the Company Group (i) has ever been a member of an affiliated or combined group filing a consolidated, combined or unitary Tax Return for federal, state, local or foreign Tax purposes, or (ii) has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by any contract, or otherwise.

(f) Except as set forth in Section 4.11(f) of the Disclosure Schedules, no member of the Company Group has deferred the payment of any payroll or other Taxes pursuant to the CARES Act or otherwise claimed any Tax benefit (including, without limitation, employee retention credits) under the CARES Act.

Section 4.12 Real Property.

(a) The Company Group does not own any real property.

(b) Except as would not be material to the Company Group, taken as a whole, none of Propco Holdings or its Subsidiaries (including Propco) has received any written notice to the effect that any condemnation proceedings are pending or threatened, with respect to any of the Real Property.

(c) All (i) real property used in the operation or management of the business of the Company Group as of the date of this Agreement (including any real property owned by CAP LV) (collectively, the “Existing Propco Property”) will, as of the Closing Date, be owned solely by New Propco, (ii) personal property used in the operation or management of the business of the Company Group as of the date of this Agreement is owned, leased, licensed or otherwise legally available for use by Opco or its Subsidiaries including, without limitation, Liquor Licenses and Gaming Approvals, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole and (iii) Existing Propco Property will be leased from and after Closing to Opco pursuant to the terms of the New Operating Lease.

(d) True, correct and complete copies of all Leases in effect as of the date of this Agreement (including any guaranties securing the obligations of tenants thereunder) have been provided or made available to Buyer (collectively, the “Existing Leases”) and there will be no Leases in effect as of the Closing Date other than the Existing Leases and any Leases (or modifications to Existing Leases) entered into in accordance with the terms of this Agreement and, in each case, which have been provided or made available to Buyer prior to the Closing Date.

Section 4.13 Environmental Matters. Except as set forth on Section 4.13 of the Disclosure Schedules, (a) neither the Company nor any Company Subsidiary, as of the date hereof, has received written notice of any Actions by any Governmental Entity pending, or to the knowledge of the Sellers, threatened against the Company Group pursuant to applicable Environmental Laws or regarding the presence, Release or threatened Release of any Hazardous Materials at, in, on, from or under the Real Property, which remains outstanding and that would reasonably be expected to result in the Company Group incurring liability under Environmental Laws, except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole, and (b) there has been no Release of any Hazardous Materials by the Company or any Company Subsidiary or as of the date hereof, to knowledge of the Sellers, by any third party, at, in, on, from or under the Real Property or any property formerly owned, leased or operated by the Company or any Company Subsidiaries, that would result in the Company Group incurring liability under Environmental Laws, except as would not, individually or in the aggregate, be material to the Company Group, taken as a whole.

29

Section 4.14 Intellectual Property.

(a) Except as set forth on Section 4.14(a)(i) of the Disclosure Schedules or as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole: (i) the Company Group solely and exclusively owns all Intellectual Property Rights owned by or purported to be owned by the Company Group (the “Owned IP Rights”), and has valid rights to use all Intellectual Property Rights used by the Company Group in the business of the Company Group as currently conducted (the “Licensed IP Rights”); (ii) a complete and accurate list of all registrations and applications for Intellectual Property Rights owned or purported to be owned by the Company Group are set forth on Section 4.14(a)(ii) of the Disclosure Schedules (the “Scheduled IP Rights”); (iii) all Scheduled IP Rights are owned solely by the Company Group, free and clear of all Liens other than Permitted Liens, subsisting and unexpired, and to the Sellers’ knowledge, are valid and enforceable; (iv) all necessary registration, maintenance, renewal, and other relevant filing fees due through the date hereof for the Scheduled IP Rights have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant authorities in the United States or foreign jurisdictions for the purpose of maintaining the Scheduled IP Rights in full force and effect; (v) the Owned IP Rights and the Licensed IP Rights constitute all of the Intellectual Property Rights necessary and sufficient to enable each member of the Company Group to conduct the business as currently conducted; and (vi) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in: (A) the loss or impairment of Buyer’s right to own or use any Owned IP Rights or Licensed IP Rights; or (B) the payment of any additional consideration for Buyer’s right to own or use any Owned IP Rights or Licensed IP Rights.

(b) (i) The use, practice or other commercial exploitation of the Owned IP Rights by the Company Group and the conduct of the business of the Company Group does not infringe, misappropriate, or otherwise violate (and has not during the past six (6) years infringed, misappropriated, or otherwise violated) the Intellectual Property Rights of any third party in any material respect, (ii)(A) no member of the Company Group is the subject of any pending or, to the Sellers’ knowledge, threatened in writing legal proceeding alleging the infringement, misappropriation, or other violation of Intellectual Property of a third party by any member of the Company Group or challenging the ownership, use, validity or enforceability of any Owned IP Rights and (B) no member of the Company Group has in the last six (6) years received written notice of any such threatened claims or challenge and, to the Seller’s knowledge, there are no facts or circumstances that would form the basis for any such claim or challenge; and (iii) and to the Sellers’ knowledge, no third party is infringing, misappropriating, or otherwise violating the Intellectual Property Rights owned by any member of the Company Group in any material respect, and no such claims have in the past six (6) years been made in writing against any third party by any member of the Company Group.

30

(c) The Company Group takes and has taken commercially reasonable measures to protect the secrecy, confidentiality and value of all trade secrets, know-how and confidential information of each member of the Company Group. No trade secret, know-how, or confidential information material to the business of any such member has been authorized to be disclosed or, to Seller’s knowledge, actually disclosed to any former or current employee or any third-party other than pursuant to a non-disclosure agreement restricting the disclosure and use thereof or under other reasonable arrangements of confidentiality. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole, the Company Group has executed valid and enforceable written agreements with each of its respective former and current employees, consultants and independent contractors who have created or invented material Owned IP and/or had access to trade secrets of the Company Group pursuant to which each such person has, as applicable: (A) agreed to hold all trade secrets of each member of the Company Group in confidence both during and after such person’s employment or retention, as applicable, and (B) presently assigned to the appropriate member of the Company Group all of such person’s rights, title and interest in and to all Intellectual Property Rights that (i) were created or developed for the member of the Company Group in the course of such person’s employment or retention thereby and (ii) do not vest initially in the Company Group by operation of law.

(d) Except as set forth on Section 4.14(d) of the Disclosure Schedules or that would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole, the Company Group takes commercially reasonable actions to protect the integrity, operation and security of their software, systems, networks, websites, applications, databases and other information technology assets used in their businesses (and all data, including personal data, processed thereby) (“IT Assets”), and for the past two (2) years there have been no breaches, violations, outages or unauthorized access to or uses of the same. The Company Group owns or has a valid right to access and use its material IT Assets and such IT Assets are (A) adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company Group and (B) to the Seller’s knowledge, free of material viruses, malware and other corruptants.

Section 4.15 Privacy. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole:

(a) Each member of the Company Group (and, to the Seller’s knowledge, any person acting for or on behalf of any member of the Company Group, with respect to the Company Group’s Personal Data), have for the past three (3) years complied with all Privacy Requirements in all material respects. Each member of the Company Group has for the past three (3) years implemented and maintained policies, procedures and systems that comply with applicable Privacy Requirements for receiving and appropriately responding to requests from individuals concerning their Personal Information. No member of the Company Group’s privacy policies or notices have contained any material omissions or been misleading or deceptive. No member of the Company Group has in the past three (3) years prior to the date of this Agreement received any written notice (including written notice from third parties acting on its behalf) of any claims, charges, investigations, or regulatory inquiries related to or alleging the violation of any Privacy Requirements (excluding for clarity requests and complaints from individuals received and resolved in the ordinary course of business consistent with past practice concerning their Personal Information).

31

(b) Each member of the Company Group has for the past three (3) years (i) implemented and maintained reasonable and appropriate technical and organizational safeguards to protect Personal Information in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure, and (ii) taken reasonable steps to ensure that any third party with access to Personal Information collected by or on behalf of any member of the Company Group has implemented and maintained the same. To the Seller’s knowledge, any third party who has provided Personal Information to any member of the Company Group has done so in compliance with applicable Privacy Laws, including providing any notice and obtaining any consent required. There have been no material breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of any member of the Company Group (or to Seller’s knowledge, collected, used or processed by others on behalf of any member of the Company Group), and no member of the Company Group has provided or been legally required to provide any notice to any person in connection with an unauthorized disclosure of Personal Information.

(c) The transactions contemplated by this Agreement and any transfer of Personal Information in connection therewith will not violate any Privacy Requirements in any material respect.

Section 4.16 Material Contracts.

(a) Except for the agreements, contracts or commitments set forth on Section 4.16(a) of the Disclosure Schedule (collectively, the “Material Contracts”), as of the date of this Agreement, none of the Company nor any Company Subsidiary is a party to or bound by (nor is any of its assets bound by) any Contract:

(i) (A) for the employment or engagement of any officer, individual employee or independent contractor on a full-time, part-time, consulting or other basis providing annual compensation (calculated based on target bonus levels) in excess of $250,000 (other than any “at-will” contract that may be terminated by any Company Subsidiary upon thirty (30) days or less advance notice without penalty) and (B) that provides for severance payments or change in control, retention, sale or transaction or similar bonuses, or incentive, equity or equity-based or deferred compensation, to any officer, individual employee or independent contractor;

(ii) that prohibits in any material respect the ability of the Company Group to compete in any line of business;

(iii) that is a Lease, except for any Lease under which the aggregate annual rental payments do not exceed $1,000,000;

(iv) that is a lease under which the Company Group is lessor of, or permits any third party to hold or operate, any tangible property (other than real property), owned or controlled by the Company, except for any lease under which the aggregate annual rental payments do not exceed $1,000,000;

(v) that is a lease under which the Company Group is lessee of, or is permitted by any third party to hold or operate, any tangible real or personal property, except for the Existing Operating Lease and any lease under which the aggregate annual rental payments do not exceed $1,000,000;

32

(vi) that has future sums due from the Company Group, taken as a whole, during the period commencing on the date of this Agreement and ending on the twelve (12)-month anniversary of this Agreement in excess of an aggregate amount therefor of $1,000,000;

(vii) that is a collective bargaining agreement, labor contract or other written agreement or arrangement with any labor union (collectively, the “CBAs”);

(viii) that relates to the future disposition or acquisition of a material business by the Company Group, or any merger or business combination with respect to the Company Group;

(ix) that involves any material joint venture, legal partnership or similar arrangement or that involves any buying or selling organization;

(x) that is a material license or other material grant of rights to Intellectual Property Rights, excluding non-exclusive (A) commercially-available software licenses to the Company or any Company Subsidiary with annual fees of more than $1,000,000 and (B) licenses granted to customers and vendors in the ordinary course of business consistent with past practice; or

(xi) that relates to financial indebtedness, except any such agreement (A) with an aggregate outstanding principal amount not exceeding $1,000,000 or (B) solely between or among the Company Group.

(b) Notwithstanding the foregoing, none of the following shall be deemed a Material Contract: (x) any receivables from the Property, including, without limitation, any Gaming receivables, (y) any credit agreements or other financing arrangements with customers of the Property, or (z) any Contract that is terminable without material payment or penalty by any party thereto on 90 days’ or less notice.

(c) Except as set forth on Section 4.16(c) of the Disclosure Schedules, each Material Contract is valid and binding on the Company or applicable Company Subsidiary and enforceable in accordance with its terms against the Company or applicable Company Subsidiary and, to the Sellers’ knowledge, each other party thereto (subject to the Bankruptcy and Equity Exception), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.16(c) of the Disclosure Schedules, during the past two (2) years, no Group Company has received written notice of any default under any Material Contract, except for defaults that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.17 Insurance. Section 4.17 of the Disclosure Schedules lists all material insurance policies in force as of the date of this Agreement for the benefit of the Company and each Company Subsidiary, and (a) all such insurance policies maintained by the Company Group are in full force and effect; and (b) neither the Company nor any Company Subsidiary is in breach of or default under any of such insurance policies, except for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since the date of the Latest Balance Sheet up to the date of this Agreement, the Company has not received any written notice of termination or cancellation or denial of coverage with respect to any such insurance policy.

33

Section 4.18 Affiliate Contracts. Section 4.18 of the Disclosure Schedule lists all Intercompany Agreements in effect as of the date hereof.

Section 4.19 Brokers. No broker, finder, financial advisor or investment banker is entitled to any broker’s, finder’s, financial advisor’s, investment banker’s fee or commission or similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made prior to the Closing by or on behalf of the Company Group for which the Buyer or the Company Group would be responsible following the Closing and where such fee, commission or payment would not be set forth as a liability in Working Capital.

Section 4.20 Anti-Money Laundering and OFAC.

(a) Neither the Company nor any Company Subsidiary: (i) has been charged with, or convicted of, or to the knowledge of the Sellers, as of the date hereof, is under investigation by any Governmental Entity for, money laundering, drug trafficking, terrorist related activities, or any violation of any Anti-Money Laundering Laws (as defined herein); (ii) has been assessed as liable for civil or criminal penalties under any Anti-Money Laundering Laws; (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws; (iv) otherwise has violated, in any material respect, any Anti-Money Laundering Law; or (v) has violated any Law relating to bribery or corruption. For purposes of this Agreement, “Anti-Money Laundering Laws” means all applicable Laws, regulations and sanctions, state and federal, criminal and civil, that: (A) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (B) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (C) require identification and documentation of the parties with whom a financial institution conducts business; or (D) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and laws relating to prevention and detection of money laundering codified in 18 U.S.C. Sections 1956 and 1957.

(b) The Company Group does not constitute a person with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement under applicable economic sanctions Laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (including, but not limited to, persons who appear on OFAC’s Specially Designated Nationals and Blocked Persons List) (collectively, “Sanctions,” and any such person, a “Sanctioned Person”).

34

Section 4.21 Disclaimer. Except for the representations and warranties contained in Article III or this Article IV, none of the Sellers, the Company Group or any of their Affiliates or its or their respective Representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to the Sellers, the Company Group or any of their respective assets, this Agreement or the transactions contemplated by this Agreement, including, without limitation, (i) relating to the financial condition, value, quality, results of operations, assets or liabilities of any of the foregoing entities, (ii) the nature, quality or condition of the Real Property or the Property, (iii) the suitability of the Real Property for any and all activities and uses which Buyer (or any of its Affiliates) may conduct thereon, (v) the compliance of or by the Real Property or the Property with any laws, rules, ordinances, designations or regulations of any applicable governmental authority or body, (vi) the availability or non-availability or withdrawal or revocation of any benefits or incentives conferred by any federal, state or municipal authorities, (vii) the accuracy or completeness of the information provided or made available to Buyer or its Representatives, (viii) the physical condition of the Real Property or the Property including the state of maintenance and repair thereof, and the Sellers have not made, do not make and specifically disclaims any representations regarding any Environmental Matters, including, without limitation, solid waste, as defined by the U.S. Environmental Protection Agency regulations at ▇▇ ▇. ▇. ▇., ▇▇▇▇ ▇▇▇, and applicable state laws, and regulations promulgated thereunder, or the disposal or existence, in or on the Real Property, of any Hazardous Material. Except for the representations and warranties contained in Article III or this Article IV, (i) the Sellers disclaim, on behalf of themselves, the Company Group, their Affiliates and their respective Representatives, any other representations or warranties, whether made by the Sellers, the Company Group, their Affiliates or its or their respective Representatives or any other Person, and (ii) the Sellers disclaim, on behalf of themselves, the Company Group, their Affiliates and their respective Representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, estimate, advice, statement or information made, communicated or furnished (orally or in writing) to Buyer or its Affiliates or Representatives (including any opinion, projection, forecast, advice, estimate, statement or information that may have been or may be provided to Buyer or its Affiliates or Representatives by any Representative of the Sellers, the Company Group or any of their Affiliates). For the avoidance of doubt, none of the Sellers, the Company Group, their Affiliates or their respective Representatives makes any representations or warranties to Buyer or any other Person regarding the probable success or profitability of the Company Group (whether before or after Closing). Buyer further acknowledges and agrees that having been given the opportunity to inspect the Real Property, and except for the representations and warranties of the Sellers in Article III or this Article IV, Buyer is relying solely on its own investigation of the Real Property and the Property and not on any information provided or to be provided by the Sellers.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Company and the Sellers as follows:

Section 5.01 Organization. Buyer is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization. Buyer has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to consummate the Sale.

35

Section 5.02 Authority. Buyer has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer and no approval of equityholders of Buyer or any additional proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the consummation of the transactions contemplated hereby by Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming the due authorization, execution and delivery of this Agreement by each other party hereto) constitutes the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 5.03 No Conflict Required Filings and Consents.

(a) Assuming that all consents, approvals and authorizations described in Section 5.03(b) have been obtained and all filings and notifications described in Section 5.03(b) have been made and any waiting periods thereunder have terminated or expired, and except as otherwise provided in this Article V, none of the execution, delivery or performance of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of the charter, bylaws or any equivalent organizational or governing documents of Buyer; (ii) conflict with or violate any Law applicable to Buyer or any of its properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, cancellation, purchase or sale of, or result in the triggering of any payment or in the creation of a Lien (other than a Permitted Lien) upon any of the properties or assets of Buyer pursuant to, any Contract to which Buyer is a party (or by which any of its properties or assets is bound) or any Permit held by it except, with respect to clause (iii), as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to consummate the Sale.

(b) None of the execution, delivery or performance of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (i) such filings as may be required in connection with the payment of any transfer taxes or stamp duty, (ii) compliance with any applicable requirements of the HSR Act, (iii) the Gaming Approvals and any required Liquor Licenses, or (iv) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to consummate the Sale.

Section 5.04 Litigation. As of the date hereof, there is no Action to which Buyer or any of its Subsidiaries is a party pending or, to the knowledge of Buyer, threatened against Buyer or any of its Subsidiaries that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. As of the date hereof, none of Buyer or any of its Subsidiaries is subject to any outstanding order, writ, injunction, judgment or decree that, individually or in the aggregate, would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

36

Section 5.05 Sufficient Funds.

(a) The Buyer has available, and on the Closing Date, will have available, sufficient funds or other sources of immediately available funds to enable it to timely perform its obligations, including to pay in full (i) the Purchase Price and (ii) all fees and expenses payable by the Buyer, and to timely consummate the transactions contemplated hereby.

(b) Notwithstanding anything to the contrary contained herein, Buyer’s obligation to effect the Sale is not conditioned or contingent on Buyer’s ability to obtain any financing prior to effecting the Sale.

Section 5.06 Brokers. Buyer has not entered into any agreement or arrangement entitling any broker, finder, investment banker or financial advisor to any broker’s or finder’s fee or commission in connection with the transactions contemplated by this Agreement for which the Sellers or their Affiliates would be responsible.

Section 5.07 Solvency. Assuming (solely for purposes of this Section 5.07) that (a) the conditions to the obligation of Buyer to consummate the Sale have been satisfied or waived, (b) the representations and warranties set forth in Article III or this Article IV are true and correct in all material respects, and (c) any financial projections or forecasts provided by the Company, the Sellers or their respective Representatives to Buyer prior to the date hereof have been prepared in good faith on assumptions that were and continue to be reasonable, then at and immediately following the Closing and after giving effect to all of the transactions contemplated by this Agreement, Buyer, the Company and each Company Subsidiary will, individually and taken together, be Solvent. Buyer is not entering into the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors.

Section 5.08 Investment Intention. Buyer is acquiring the Interests for its own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act, or any applicable state or foreign securities Laws. Buyer understands that the Interests have not been registered under the Securities Act, or any applicable state or foreign securities Law, and cannot be sold unless subsequently registered under the Securities Act or applicable foreign securities Laws or pursuant to an applicable exemption therefrom and pursuant to state securities Laws, as applicable.

Section 5.09 Anti-Money Laundering and OFAC.

(a) Neither Buyer nor, to the knowledge of Buyer, any person providing funds to Buyer: (i) has been charged with, or convicted of, or to the knowledge of Buyer, as of the date hereof, is under investigation by any Governmental Entity for, money laundering, drug trafficking, terrorist related activities, or any violation of any Anti-Money Laundering Laws; (ii) has been assessed as liable for civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. To the knowledge of Buyer, none of the funds used for the payment of the Purchase Price or otherwise to satisfy any payment obligation of Buyer hereunder have been derived or otherwise

37

obtained from illegal sources or otherwise by illegal means, including (i) in violation of any Anti-Money Laundering Laws or Sanctions, (ii) from or with any Sanctioned Person, or (iii) from or with the government of, or any person ordinarily resident in or organized under the laws of, any country or territory subject to comprehensive Sanctions administered by OFAC (currently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

(b) Buyer does not constitute a Sanctioned Person.

Section 5.10 Licensability of Principals; Compliance with Gaming Laws.

(a) Neither Buyer nor any of its Representatives or Affiliates (collectively the “Buyer Related Parties”) has ever withdrawn, been denied, or had revoked, a gaming license or related finding of suitability by a Governmental Entity or Gaming Authority, other than in instances that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. Buyer and each of the Buyer Related Parties are in good standing in each of the jurisdictions in which Buyer or any Buyer Related Party owns or operates gaming facilities. To Buyer’s knowledge, there are no facts, which if known to the Gaming Authorities would (i) be reasonably likely to result in the denial, revocation, limitation or suspension of a gaming license currently held or other Gaming Approval, or (ii) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for the consummation of this Agreement. Buyer has no reason to believe that any facts or conditions exist that are reasonably likely to impede its ability to promptly obtain the Gaming Approvals and the governmental approvals set forth in Section 5.03(b).

(b) Neither Buyer, nor any director, officer, key employee or partner of Buyer or its Affiliates has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity under, or relating to, any material violation or possible material violation of any Gaming Laws or has been subject to any material disciplinary or other material regulatory compliance action or material complaint by a Governmental Entity, or client or customer. To the knowledge of Buyer, there are no facts, which if known to the Gaming Authorities would reasonably be expected to result in the revocation, limitation or suspension of a license, finding of suitability, registration, permit or approval of Buyer or its Affiliates, or any of their officers, directors, key employees or Persons performing management functions similar to an officer or partner, or limited partner under any Gaming Laws. Neither Buyer nor any officer, director, key employee or Person performing management functions similar to an officer or partner of Buyer or its Affiliates, has suffered a suspension or revocation of any permit or license held under the Gaming Laws.

Section 5.11 Acknowledgement of No Other Representations or Warranties.

(a) Buyer has conducted its own independent investigation, verification, review and analysis of the businesses, operations, results of operations, financial condition, assets, liabilities, and prospects of the Company Group, to the extent Buyer deemed necessary and appropriate. Buyer acknowledges that it and its Affiliates and Representatives have been provided sufficient access to the personnel, properties, and records of the Company Group for its investigation, verification, review and analysis.

38

(b) Buyer acknowledges and agrees that, except for the representations and warranties contained in this Agreement, none of the Sellers, the Company, the Company Subsidiaries or any of their respective Affiliates or Representatives makes or has made, nor is Buyer relying on, any representation or warranty, either express or implied, concerning the Sellers, the Company or the Company Subsidiaries or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in contained in this Agreement, none of the Sellers, the Company, the Company Subsidiaries or any of their respective Affiliates, employees, equityholders or any other person or their Representatives shall have any liability to Buyer or its Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Sellers, the Company, the Company Subsidiaries or their respective Affiliates or Representatives to Buyer or its Affiliates and Representatives in connection with the transactions contemplated hereby.

(c) Without limiting the generality of Section 5.11(a) and Section 5.11(b), Buyer acknowledges and agrees that (i) in connection with its investigation of the Company Group, Buyer has received from or on behalf of the Sellers and the Company certain projections, including projected statements of operating revenues and income from operations of the Company Group and certain business plan information of the Company Group, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iii) neither the Sellers nor the Company make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Buyer has not relied thereon, and (iv) Buyer will have no claim against the Sellers or any other person with respect thereto.

ARTICLE VI

COVENANTS

Section 6.01 Conduct of Business by the Company Pending the Sale. The Sellers agree that, between the date of this Agreement and the Closing, except as set forth in Section 6.01 of the Disclosure Schedules, as contemplated or required by any other provision of this Agreement, as required by applicable Law or by any Governmental Entity of competent jurisdiction or as reasonably determined by the Sellers, after consultation with the Buyer in good faith, to be necessary or advisable in response to any Pandemic Measures or COVID-19 or any similar epidemic, pandemic or public health emergency, unless Buyer shall otherwise agree in writing (which agreement shall not be unreasonably withheld, delayed or conditioned), the Sellers shall, and shall cause the Company and each Company Subsidiary to, use commercially reasonable efforts to conduct the operations of the Company Group in all material respects in the ordinary course of business consistent with past practice. Without limiting the foregoing, except (w) as set forth in Section 6.01 of the Disclosure Schedules, (x) as expressly contemplated or required by any other provision of this Agreement, (y) as required by applicable Law or by any Governmental

39

Entity of competent jurisdiction or (z) as reasonably determined by the Sellers, following consultation with Buyer in good faith, to be necessary or advisable in response to any Pandemic Measures or COVID-19 or any similar epidemic, pandemic or public health emergency, the Sellers shall not permit the Company or any Company Subsidiary (as applicable) to, between the date of this Agreement and the Closing, do any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned):

(a) amend or modify the Company Organizational Documents or the certificate of formation or similar organizational documents of any Company Subsidiary;

(b) issue or dispose of or authorize the issuance or disposition of any equity securities in the Company Group, or securities convertible into, or exchangeable or exercisable for, any such equity securities or awards, or any rights of any kind to acquire any such equity securities or such convertible or exchangeable securities;

(c)

(i) sell, pledge, dispose of, transfer, lease, license or encumber (other than Permitted Liens) any material personal property, equipment or assets (other than as set forth in Section 6.01(c)(ii)) of the Company Group, other than (A) in the ordinary course of business consistent with past practice for which the aggregate consideration paid or payable in any individual transaction is not in excess of $1,000,000 or for all such transactions not in excess of $10,000,000 in the aggregate, or (B) pursuant to existing Contracts set forth in Section 6.01(c) of the Disclosure Schedules,

(ii) sell, pledge, dispose of, transfer, lease, license or encumber any real property other than (A) the termination of the Existing Operating Lease and entry into the New Operating Lease in accordance with this Agreement; (B) the execution of easements, rights of way, restrictions and other similar instruments in the ordinary course of business consistent with past practice that, individually or in the aggregate, do not, and would not reasonably be expected to, materially impair the existing use and operation of, the property or asset affected by the applicable instrument, or (C) the execution of Leases in the ordinary course of business consistent with past practice,

(iii) sell, assign, transfer, convey, license, sublicense, covenant not to assert, abandon, allow to lapse, lease or otherwise dispose of any material Owned IP Rights or material Licensed IP Rights, other than in the ordinary course of business consistent with past practice, or

(iv) (A) amend or terminate any of the Material Contracts or waive any material rights or claims thereunder, or (B) enter into any Contract that, if in effect of the date hereof, would constitute a Material Contact;

(d) other than in the case of wholly-owned Company Subsidiaries, reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its equity securities or any options, warrants, securities or other rights exercisable for or convertible into any such equity securities;

40

(e) merge or consolidate the Company or any Company Subsidiary with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary (other than a merger of one or more wholly-owned Company Subsidiaries with or into one or more other wholly-owned Company Subsidiaries);

(f) incur any financial indebtedness for borrowed money from third party lending sources (other than current trade accounts payable incurred in respect of property or services purchased in the ordinary course of business consistent with past practice and letters of credit issued in the ordinary course of business consistent with past practice) or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances (other than, in each case, in the ordinary course of business consistent with past practice, including, for clarity, in respect of gambling markers), for, in each case, individual amounts in excess of $1,000,000 or in the aggregate in excess of $5,000,000 (or, in the case of loans or advances to Affiliates, for amounts in the aggregate in excess of $5,000,000);

(g) acquire (including by merger, consolidation or acquisition of stock or assets) any interest in any person (or equity interests thereof) or any assets, real property, personal property, equipment, business or other rights (whether by merger, stock purchase, asset purchase or otherwise), other than (i) acquisitions of inventory, personal property, equipment and vehicles in the ordinary course of business, consistent with past practice, or (ii) any other acquisitions of assets or businesses for consideration that is individually or in the aggregate not in excess of $5,000,000;

(h) except in each case to the extent required by Law, file any material Tax Return inconsistent with past practice, make or change any material Tax election inconsistent with past practice, settle or compromise any material Tax claim or assessment by any Governmental Entity, adopt or change any accounting method with respect to Taxes, enter into any closing agreement with a taxing authority, surrender any right to claim a refund of a material amount of Taxes, take any action that could cause any member of the Company Group to cease to be treated as an entity disregarded as separate from its owner for U.S. federal Income Tax purposes, or enter into any agreement waiving or extending any statutory period of limitations with respect to the collection or assessment of Taxes, other than in the ordinary course of business;

(i) make any material change in accounting policies or procedures, other than as required by GAAP, applicable Law or any Governmental Entity of competent jurisdiction;

(j) make or enter into any commitment for any capital expenditures to the extent such capital expenditure or commitment will not be satisfied by the Company Group prior to Closing; provided, however, that notwithstanding the foregoing, the Company and any Company Subsidiary shall be permitted to make: (i) capital expenditures required by Law, (ii) emergency capital expenditures in any amount that the Seller determines is necessary in its reasonable judgment to maintain its ability to operate its businesses in the ordinary course consistent with past practice, (iii) capital expenditures in any amount not exceeding $20,000,000 in the aggregate for all projects of the Company Group and (iv) capital expenditures as set forth in Section 6.01(j) of the Disclosure Schedules;

41

(k) settle or compromise any Action (i) involving payments by the Company Group in excess of $500,000 individually or $2,000,000 in the aggregate (net of any amount covered by insurance or indemnification) to the extent such payments will not be satisfied by the Company Group prior to Closing or (ii) that would impose any material non-monetary restrictions on the business of the Company Group that would continue after the Closing;

(l) except as required by applicable law or by any Company Benefit Plan in existence on the date hereof (i) terminate, establish, adopt or amend (or promise to take any such action(s) with respect to) any Company Benefit Plan, other than routine amendments that do not result in more than de minimis increased administrative costs, the establishment of 2021 and 2022 annual cash bonus and commission plans in the ordinary course of business and consistent with past practice, and at-will offer letters, (ii) make or grant any increase in the compensation of any individual service provider of the Company Group with annual target compensation in excess of $250,000 other than in the ordinary course of business consistent with past practice, (iii) make or grant any change in control or retention payments to any individual service provider of the Company Group with annual target cash compensation in excess of $250,000 (unless such amounts are included as a liability in the Working Capital calculation), (iv) take any action to accelerate the vesting or payment of any compensation for the benefit of any individual service provider of the Company Group with annual target compensation in excess of $250,000 (including without limitation with respect to the grant of any equity or equity-based or related compensation with respect to which any member of the Company Group would have a liability), or (v) hire any Person to be employed or engaged by a member of the Company Group with annual compensation in excess of $250,000 other than in the ordinary course of business consistent with past practice, or terminate the employment or engagement of any Person with annual compensation in excess of $250,000, other than for cause or other than in the ordinary course of business consistent with past practice;

(m) voluntarily forfeit or surrender any licenses, permits, authorizations or registrations issued by any Gaming Authorities necessary to own, operate, manage and conduct Gaming Activities at the Real Property;

(n) modify in any material respect its current practices with respect to (A) receivables from the Property or (B) credit and financing arrangements with customers of the Property;

(o) enter into, modify or amend any Intercompany Agreement or any transaction with an Affiliate; or

(p) authorize or enter into any Contract, or otherwise resolve or agree to do any of the foregoing.

Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Company Group prior to the Closing. Prior to the Closing, the Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over the business operations of the Company Group.

42

Section 6.02 Access to Information. From the date of this Agreement to the Closing, the Sellers shall: (a) provide to Buyer and its Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company Group, upon reasonable prior written notice to the Company, to the management level employees, properties, offices and other facilities of the Company Group and to the books and records thereof; and (b) furnish promptly such information concerning the business, properties, Contracts, assets and liabilities of the Company Group as Buyer or its Representatives may reasonably request; provided, however, that the Sellers shall not be required to (or to cause the Company or any Company Subsidiary to) afford such access or furnish such information to the extent that the Sellers believes in good faith that doing so would: (i) result in the loss of attorney-client privilege; (ii) violate any obligations of the Sellers or any member of the Company Group with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Sellers or any member of the Company Group is party; (iii) result in a competitor of the Sellers or the Company Group (excluding the Buyer or its Affiliates) receiving information that is competitively sensitive; or (iv) breach, contravene or violate any applicable Law (including any Antitrust Law) (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iv)); and provided further that, for clarity, the Buyer shall not be entitled to access to or to otherwise contact employees of the Company Group other than management level employees absent the Sellers’ prior approval, and in respect of any access to management level employees, only where the Sellers and/or their Representatives (including, if so designated, other officers of the Company Group) are otherwise present. Buyer shall, and shall cause each of its Subsidiaries and its and their respective Representatives, to hold all information provided or furnished pursuant to this Section 6.02 confidential in accordance with the terms of the Confidentiality Agreement. During any visit to the business or property sites of the Company Group, Buyer shall, and shall cause its Representatives accessing such properties to, comply with all applicable Laws and all of the Sellers’, the Company’s and the Company Subsidiaries’ safety and security procedures. Notwithstanding anything to the contrary in this Agreement, from the date of this Agreement to the Closing, none of Buyer or any of its Affiliates or Representatives shall, without the prior written consent of the Sellers, which may be withheld in the Sellers’ sole discretion, conduct any environmental investigation at the Real Property involving any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with the Real Property. No investigation under this Section 6.02 or otherwise shall affect any of the representations, warranties, covenants or agreements of the Sellers or any condition to the obligations of the parties hereto under this Agreement. For a period of seven years following the Closing Date (or longer if required by applicable Law), Buyer shall, and shall cause the Company Group to preserve and keep the records held by them relating to the respective businesses of the Company Group and shall make such records (or copies) and reasonably appropriate personnel available, at reasonable times and upon reasonable advance notice, to the Sellers, their Affiliates and their Representatives as may be reasonably requested by such person in connection with any audit, accounting, tax, litigation, investigation or other similar need related to or in connection with Sellers’ prior ownership of the Company Group.

43

Section 6.03 Appropriate Action; Consents; Filings.

(a) Buyer and Sellers, as applicable, shall (i) (a) promptly (and in no event more than thirty (30) days, or if Buyer or any of its Affiliates is already licensed by the Gaming Authorities in the State of Nevada, fifteen (15) Business Days, after the date of this Agreement) make all filings and notifications with the Gaming Authorities and (b) promptly make all filings and notifications to the ▇▇▇▇▇ County Board (including in respect of the Liquor Licenses) within the timeframe mandated by the ▇▇▇▇▇ County Board and (c) promptly make all other filings and notifications to all other Governmental Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement in the most expeditious manner possible and (ii) make their respective filings pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days of the date hereof, unless mutually agreed otherwise by Buyer and Sellers. Buyer and Sellers shall promptly provide to each other evidence of their respective filings or a copy of their respective applications in connection with the transactions contemplated hereby. Buyer shall have responsibility for any filing fees associated with the Gaming Approvals and any filing fees associated with any filings made pursuant to the HSR Act.

(b) Buyer and Sellers hereby agree to (i) respond as promptly as practicable and advisable to any inquiries or requests for information and documentary material received from any Governmental Entity in connection with any Gaming Approvals or any antitrust, competition or financial regulatory matters related to the Agreement and the transactions contemplated by this Agreement and to otherwise take such reasonable actions so as to promptly obtain all actions or non-actions, consents, Permits, waivers, approvals, authorizations and orders from Governmental Entities necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the Gaming Approvals (provided, however, that such reasonable actions shall not require Buyer or Sellers to take any action that would not be required pursuant to Section 6.03(c)), (ii) promptly notify the other party of any material communication between that party and any Governmental Entity in respect of any filings, investigation, inquiry or other proceeding relating to the transactions and of any material communication received or given in connection with any proceeding by a private party relating to the transactions, (iii) subject to applicable Law, discuss with and permit the other party (or its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed material filing or communication to any Governmental Entity or, in connection with any proceeding by a private party to any other person, relating to any filing, investigation, inquiry or other proceeding in connection with the transactions contemplated by this Agreement, (iv) not participate or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any filings, investigation or inquiry relating to any filing, investigation, inquiry, or other proceeding in connection with this Agreement or the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, and (v) subject to applicable Law, furnish the other party (or its counsel) promptly with copies of all correspondence, filings and communications relating to any filing, investigation, inquiry or other proceeding pursuant to any Antitrust Law between the party, its Affiliates or Representatives on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement or the transactions contemplated hereby; provided, that the foregoing materials may be redacted to remove references concerning the valuation of the transactions contemplated by this Agreement. Buyer shall have the right to direct and determine the strategy for all matters with any Governmental Entity regarding the transactions contemplated by this Agreement consistent with

44

its obligations hereunder, provided, however, that Buyer shall consult with and consider in good faith the views of Sellers and their counsel in connection therewith; and provided, that Buyer shall not extend any waiting period or agree to refile under the HSR Act or otherwise withdraw any application with a Governmental Entity required to be made hereunder under the Gaming Laws or any other applicable Law, or enter into any agreement with any Governmental Entity to not consummate the transactions contemplated by this Agreement without the Sellers’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

(c) Without limiting the foregoing, Buyer and Sellers agree to use reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any antitrust, competition, investment, financial regulatory or trade regulation Governmental Entity or any other party so as to enable the parties to close the transactions contemplated by this Agreement as promptly as practicable and in any event prior to the Outside Date, including committing to or effecting, the actions specified in Section 6.03(c) of the Disclosure Schedules, as is necessary or advisable in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding or to avoid or eliminate any impediment under any applicable Law that be asserted by any antitrust, competition, investment, financial regulatory or trade regulation Governmental Entity, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement (it being understood and agreed by Buyer that no such action taken by Buyer shall entitle Buyer to any adjustment or reduction in the Purchase Price or shall otherwise affect any other obligation of Buyer hereunder). Notwithstanding the foregoing or any other provision of this Agreement, other than with respect to the actions specified in Section 6.03(c) of the Disclosure Schedule, Buyer and its Affiliates shall not be required to (and Sellers and their Affiliates shall not, without the prior written consent of Buyer), commit to or effect, by consent decree, hold separate orders, or otherwise, (i) the license, sale, divestiture or disposition of any assets, categories of assets, properties or businesses of Buyer or its Affiliates, or of the assets, properties or businesses to be acquired by Buyer pursuant to this Agreement, and the entrance into such other arrangements relating to any such license, sale, divestiture or disposition, or making such other commitments, (ii) the termination, amendment or assignment of any existing relationships or contractual rights relating to the foregoing assets, properties or businesses, (iii) the change or modification of any course of conduct regarding future operations of the foregoing assets, properties or businesses, or (iv) the taking of actions that would otherwise limit the freedom of action of Buyer or its Affiliates with respect to, or their ability to retain, any of the foregoing assets, properties or businesses or their rights or interests therein. In addition, without limiting the generality of the foregoing, Buyer and Sellers agree to use their reasonable best efforts to take all required actions to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing of the transactions contemplated by this Agreement (it being understood and agreed by Buyer that no such action taken by Buyer shall entitle Buyer to any adjustment or reduction in the Purchase Price or shall otherwise affect any other obligation of Buyer hereunder); provided, that such litigation in no way limits Buyer’s other obligations or rights under this Section 6.03(c).

45

(d) Neither Buyer nor Sellers shall take or cause to be taken any action that such party is aware or reasonably should be aware would have the effect of materially delaying, impairing or impeding the receipt of the Gaming Approvals or any such other approvals. Without limiting the foregoing, neither Buyer nor Sellers shall, without first consulting in good faith with the other party, take any action or enter into any previously unannounced transaction or agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make or makes it materially more difficult, or materially increases the time required, to (i) obtain clearance or the expiration or termination of the waiting period under the HSR Act or to obtain the Gaming Approvals or any requisite approvals in respect of the Liquor Licenses or any other Law applicable to the transactions contemplated by this Agreement, (ii) avoid the entry of any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated by this Agreement or (iii) obtain all authorizations, consents, orders and approvals of Governmental Entities necessary for the consummation of the transactions contemplated by this Agreement.

(e) Each party hereto shall use its respective commercially reasonable efforts to obtain any third party (other than Governmental Entities) consents necessary or advisable in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Entity) with respect to any transaction contemplated by this Agreement, none of the Buyer, the Sellers, the Company or any Company Subsidiary shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such person.

(f) In connection with any New Propco Debt Financing, Buyer shall reasonably cooperate with the New Propco in connection therewith, including, without limitation, delivering such information regarding Buyer as contemplated by Section 23.2(b) of the New Operating Lease (as if such New Operating Lease was in effect prior to the Closing).

(g) At least thirty (30) days prior to the Closing, the Sellers shall cause Opco to prepare and deliver a notice to each of (i) a licensed alcoholic beverage wholesaler who currently sells liquor to the Company Group, and (ii) a licensed alcoholic beverage wholesaler who has sold liquor to the Company Group within the immediately preceding twelve (12) months. Such notice shall contain the information required by Nevada Revised Statutes (“NRS”) 369.4867.

Section 6.04 Public Announcements. The initial press release issued by the parties concerning this Agreement and the transactions contemplated hereby shall be in a form agreed to by Buyer and the Sellers and thereafter the parties shall consult with each other (and obtain the other parties’ consent) before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, except (a) as may be required by applicable Law or court process if the party issuing such press release or other public statement has, to the extent practicable, provided the other party with an opportunity to review and comment, (b) to the extent such disclosure is made to current or prospective limited partners, members or investors of any Seller or any of its Affiliates who are subject to confidentiality obligations with respect to such information, (c) any disclosure made by Buyer, the Sellers, the Company or any Company Subsidiaries to its employees, customers, suppliers and other business relations to the extent that Buyer, the Sellers, the Company or such Company Subsidiary reasonably determines in good faith that such announcement is necessary or advisable and (d) any press release or other public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a party hereto in accordance with this Agreement, in each case under this Section 6.04 to the extent such disclosure is still accurate.

46

Section 6.05 Directors & Officers Indemnification and Insurance.

(a) Indemnification. From and after the Closing, Buyer shall cause the Company and the Company Subsidiaries to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless each current or former director or officer (or equivalent) of the Company Group and each fiduciary under benefit plans of the Company Group (each an “Indemnified Party” and collectively, the “Indemnified Parties”) against (i) all losses, expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, damages or liabilities or, subject to the proviso of the next sentence, amounts paid in settlement, in respect of any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out of actions or omissions occurring at or prior to the Closing (and whether asserted or claimed prior to, at or after the Closing) to the extent that they are based on or arise out of the fact that such person is or was a director or officer (or equivalent) or fiduciary under benefit plans, including payment on behalf of or advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement (the “Indemnified Liabilities”), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Closing, and including any expenses incurred in enforcing such person’s rights under this Section 6.05; provided, that neither the Buyer, the Company nor any Company Subsidiary shall be liable for any settlement effected without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event of any Indemnified Liability, the Company shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly, and in any event within ten (10) days, after statements therefor are received and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (provided that, if legally required, the person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not legally entitled to indemnification under Law).

(b) Insurance. At the Closing, Buyer shall cause the Company to (at the Company’s expense, which for the avoidance of doubt shall be borne by the Buyer and not be treated as a liability of the Company Group in Working Capital) obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Closing for events occurring prior to the Closing (the “D&O and Fiduciary Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate to the intended beneficiaries thereof than the existing directors’ and officers’ liability insurance policy applicable to the Company Group; provided that in no event shall Buyer or the Company be required to pay an annual premium in the aggregate more than an amount equal to 300% of the current annual premium paid for such D&O and Fiduciary Tail Insurance.

47

(c) Priority. With respect to any right to indemnification or advancement for acts or omissions occurring prior to or at the Closing, the Company and Company Subsidiaries, as applicable, shall be the indemnitor of first resort, responsible for all such indemnification and advancement that any Indemnified Party may have from any direct or indirect shareholder or equity holder of the Company (or any Affiliate of such shareholder or equity holder) and without right to seek subrogation, indemnity or contribution. Each of Buyer and the Company further agrees that no advance or prepayment by any party other than the Company or a Company Subsidiary as the primary indemnitor on behalf of any Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from the Company Group shall affect the foregoing and that any such secondary indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all the rights of recovery of the Indemnified Party against the Company and Company Subsidiaries, and the Company (for itself and on behalf of the Company Subsidiaries) hereby irrevocably waives, relinquishes and releases any such secondary indemnitor from any and all claims against the secondary indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.

(d) Successors. In the event the Company, any Company Subsidiary or Buyer or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provisions shall be made so that the successors, assigns or transferees of the Company or Buyer shall assume the obligations set forth in this Section 6.05.

(e) Benefit. The provisions of this Section 6.05 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs, executors or administrators and his or her Representatives, shall be binding on all successors and assigns of the parties hereto and shall not be amended in a manner that is adverse to any Indemnified Parties (including their successors, assigns and heirs) without the consent of the Indemnified Party (including the successors, assigns and heirs) affected thereby.

(f) Survival of Indemnification. For a period of not less than six (6) years from the Closing, Buyer and the Company shall provide to the Indemnified Parties the same rights to exculpation, indemnification and advancement of expenses as provided to the Indemnified Parties under the provisions of the Company’s and the Company Subsidiaries’ charter, bylaws or similar organizational documents as in effect immediately prior to the Closing and the Company’s and the Company Subsidiaries’ organizational documents shall not contain any provisions contradictory to such rights.

(g) Non-Exclusivity. The provisions of this Section 6.05 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Nothing in this Agreement, including this Section 6.05, is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, any of the Company Subsidiaries or the Indemnified Parties, it being understood and agreed that the indemnification provided for in this Section 6.05 is not prior to, or in substitution for, any such claims under any such policies.

48

Section 6.06 Employee Benefit Matters.

(a) For a period of twelve (12) months following the Closing (the “Benefits Protection Period”), Buyer shall, or shall cause its Affiliates to (including the Company and its Subsidiaries, as applicable), provide each individual who is an employee of the Company or a Company Subsidiary immediately prior to the Closing (including employees who are not actively at work on account of illness, disability or leave of absence) (each, a “Company Employee”) with (i) annual salary or base wage that is no less favorable than the annual salary or base wage provided to such Company Employee immediately prior to the Closing, (ii) target annual cash incentive compensation or commission opportunities (as applicable) that are no less favorable than the target annual cash incentive compensation or commission opportunities (as applicable) provided to such Company Employee immediately prior to the Closing, and (iii) employee benefits (including retirement and welfare benefits, but excluding change in control or retention benefits and equity or equity-based incentive awards) that are substantially comparable in the aggregate to such employee benefits (including retirement and welfare benefits) provided to similarly situated employees of Buyer. For the duration of the Benefits Protection Period, each Company Employee shall be eligible to receive severance or termination benefits that are no less favorable than the severance or termination benefits provided to such Company Employee (as described on Section 6.06(a) of the Disclosure Schedule) immediately prior to the Closing. Without limiting the foregoing, each Company Employee’s bonus under the Company’s annual incentive plan or management bonus plan (as listed on Section 4.09(a) of the Disclosure Schedules) in respect of the fiscal year in which the Closing occurs, shall equal an amount, in respect of that portion of the fiscal year that has passed prior to Closing, that is not less than the pro-rated portion of such Company Employee’s target bonus in respect of such fiscal year and shall be paid by the Company within ten (10) days following the Closing (such amounts to be treated as a liability for purposes of the calculation of the Working Capital). Prior to Closing, the Company shall provide Buyer the target bonus amounts for the fiscal year in which Closing occurs for each Company Employee eligible to receive an annual bonus for such fiscal year. Notwithstanding anything to the contrary in this Agreement, for those employees of the Company or a Company Subsidiary whose terms and conditions of employment are governed by a collective bargaining agreement immediately prior to the Closing, such employees’ terms and conditions of employment shall continue to be so governed following the Closing.

(b) Without limiting the generality of Section 6.06(a), for a period of twelve (12) months following the Closing, the Buyer shall, or shall cause its Affiliates (including the Company and its Subsidiaries, as applicable), to honor and continue all of the Company Benefit Plans, in each case, in accordance with their terms as in effect immediately following the Closing, including the right to amend or terminate any such Company Benefit Plan. The Company shall make any Retention Payments (net of any applicable withholding Taxes) to the applicable Retention Bonus Recipients in accordance with the terms of the Retention Bonus Plan on the business day that is coincident with or next following the day that is sixty (60) calendar days after the Closing. Buyer and the Company hereby acknowledge that a “change in control” or “change of control” of the Company, “exit transaction” or other term with similar import, within the meaning of the Company Benefit Plans that contain such term, will occur upon the Closing.

49

(c) Each Company Employee shall receive service credit for purposes of eligibility, vesting and benefit accrual under any employee benefit plans sponsored by Buyer or any of its Subsidiaries or Affiliates, including the Company Group, except (i) with respect to benefit accrual under qualified and nonqualified defined benefit pension plans, or (ii) to the extent such recognition would result in the duplication of benefits. To the extent that the Buyer or its Subsidiaries modifies any coverage or benefit plans under which Company Employees participate, the Buyer or any of its Subsidiaries, including the Company Group, shall waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods and shall, or shall cause its Subsidiaries, including the Company Group, to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such Company Employee (and dependents) will be eligible to participate from and after the Closing.

(d) The provisions of this Section 6.06 are solely for the benefit of the parties to this Agreement and nothing in this Section 6.06 or elsewhere in this Agreement, expressed or implied, shall be construed to (i) create a right in any Company Employee to employment with Buyer, the Company Group or any of their respective Affiliates or shall restrict in any way the rights of Buyer, the Company Group or any of their respective Affiliates to terminate such employee’s services at any time for any reason or no reason, (ii) limit the right of Buyer, the Company Group or any of their respective Affiliates to amend or terminate any Company Benefit Plan or any other employee benefit plan in accordance with the terms thereof, (iii) create any third party rights, benefits or remedies of any nature whatsoever in any Company Employee or any other Person that is not a party to this Agreement, or (iv) be treated as establishing or amending any employee benefit plan or arrangement of Buyer, the Company Group or any of their respective Affiliates.

Section 6.07 Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by any other party and the other express terms of this Agreement.

Section 6.08 Tax Matters.

(a) IRS Form W-9. Prior to or at the Closing, each Seller shall deliver to Buyer a properly completed and duly executed IRS Form W-9 certifying that such Seller (or such Seller’s regarded beneficial owner(s), if such Seller is disregarded for U.S. federal income tax purposes) is not a foreign person for purposes of Section 1445 of the Code and is not subject to backup withholdings.

(b) Tax Returns. As soon as reasonably practicable following a written request from Sellers, Buyer shall furnish to Sellers all information reasonably requested by Sellers that is in Buyer’s possession or that is reasonably available to Buyer concerning the Company Group that is reasonably required for the preparation of U.S. federal, state or local Income Tax Returns of the Sellers, including information required for the Sellers to complete their Schedule K-1s, with respect to any taxable periods (or portions thereof) through the Closing Date. Sellers shall, at the

50

Sellers’ expense, timely prepare and file or cause to be timely prepared and filed with the appropriate taxing authority all Tax Returns required to be filed on or prior to the Closing Date. Following the Closing Date, the Buyer shall file all Tax Returns required to be filed by the members of the Company Group or with respect to their assets or operations (excluding, for the avoidance of doubt, Income Tax Returns of the Sellers). Sellers, on the one hand, and Buyer and the Company Group, on the other hand, shall cooperate, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Return and any audit, litigation or other proceeding with respect to Taxes attributable to the Company Group for periods (or portions thereof) through the Closing Date; provided, that such cooperation shall include the reasonable retention and (upon the other party’s reasonable request) the provision of records and information that are in the possession of, or are reasonably available to, the non-requesting party and which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(c) Transfer Taxes. Subject to the provisions of Section 6.09, Buyer shall pay and be responsible for any and all transfer, documentary, sales, use, registration and real property transfer tax, stamp tax, excise tax, stock transfer tax, and other similar Taxes, and any penalties or interest with respect thereto, with respect to the transactions contemplated by this Agreement (collectively, “Transfer Taxes”). Buyer shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and, if required by applicable Law, Sellers shall join in the execution of any such Tax Returns and other documentation.

(d) Property Taxes.

(i) Prosecution and Settlement of Proceedings. If any Tax reduction proceedings (including administrative and/or judicial proceedings or appeals) in respect of the Real Estate Taxes, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the Sellers reserve and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of the Real Estate Taxes, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the Sellers and the Buyer shall continue to jointly prosecute (each at its own expense) the same in the name of and on behalf of the Company and/or the Company Subsidiaries, but neither party may settle such proceeding without the consent of the other party, which shall not be unreasonably withheld or delayed. Buyer and Sellers shall reasonably cooperate with one another in connection with the prosecution of any such Tax reduction proceedings.

(ii) Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such tax reduction proceedings on account of Taxes allocable to the period ending on the Closing Date shall belong to and be the property of the Sellers, and any refunds or savings in the payment of Taxes on account of Taxes allocable to the period after the Closing Date shall belong to and be the property of Buyer. For any fiscal year in which the Closing occurs, the determination of the amount of any savings or refunds that is allocable to the portion of the fiscal year that ends on the Closing Date shall be made by multiplying the amount of such savings or refunds for the entire fiscal year by a fraction the numerator of which is the number of days in the fiscal year ending on the Closing Date and the denominator of which is the number of days in such fiscal year. All attorneys’ fees and other expenses incurred in obtaining such refunds

51

or savings shall be apportioned between the Sellers, on the one hand, and Buyer, on the other hand, in proportion to the gross amount of such refunds or savings payable to the Sellers and Buyer; provided, however, that neither the Sellers nor Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

(iii) Survival. The provisions of this Section 6.08(d) shall survive the Closing and shall continue in full force and effect from and after the Closing for a period of ten (10) years.

(e) Tax Treatment; Purchase Price Allocation. For U.S. federal Income Tax purposes (and applicable state and local Income Tax purposes), the parties hereto intend that the Buyer’s acquisition of the Interests will be treated as a taxable acquisition of the assets of the Company Group in a transaction governed by Section 1001 of the Code. The parties shall allocate the Purchase Price, any assumed liabilities and any other amounts treated as consideration for U.S. federal Income Tax purposes among the members of the Company Group and their assets in accordance with the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Within sixty (60) calendar days following the Closing Date, Buyer shall prepare and deliver to the Sellers an initial draft of the Allocation. The Sellers shall have sixty (60) calendar days to provide Buyer with a statement of any reasonably disputed items with respect to such Allocation. If within the sixty (60) days after the Sellers’ receipt of the draft Allocation the Sellers have not reasonably objected in writing to such Allocation, the Allocation shall become final. In the event that the Sellers reasonably object in writing within such 60-day period, the parties hereto shall negotiate in good faith to resolve the dispute. If the disputed items are not resolved by Sellers and Buyer within thirty (30) calendar days following the Sellers’ submission of its statement of disputed items, the matter shall be submitted to the Independent Accountants, which shall be directed to, within thirty (30) calendar days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accountants shall be shared equally by the Sellers, on one hand, and Buyer, on the other hand. The Sellers and Buyer shall (and shall cause their Affiliates to) report consistently with the Allocation on all Tax Returns, and neither the Sellers nor Buyer shall (or shall permit their Affiliates to) take any position on any Tax Return that is inconsistent with the Allocation, unless required pursuant to a final “determination” as defined in Section 1313 of the Code. The Sellers and Buyer shall make appropriate adjustments to the Allocation to reflect the Final Purchase Price.

Section 6.09 Stamp Duty and Transfer Filings.

(a) Subject to Sections 6.09(b) and 6.09(c) below, the Buyer shall, as soon as reasonably practicable after the Closing Date (and in any event no later than ten (10) Business Days after the Closing Date, deliver to Seller 1 reasonable written evidence of submission of the Stamp Duty and Transfer Filings (including the acknowledgment receipt issued by the Stamp Office and a copy of the submission letter and other documents submitted as required by the Stamp Office);

52

(b) The Stamp Duty payable in respect of the transfer of the NP1HK Interests shall be borne by Seller 1 and the Buyer in equal shares (i.e. 50/50) in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) and shall be initially paid by the Buyer. Seller l’s 50% share of the foregoing Stamp Duty shall be satisfied by accounting for it as a current liability that reduces Closing Date Working Capital; and

(c) The Buyer and Seller 1 shall, on a reasonable best efforts basis, provide assistance to, and as reasonably required by, the other Party in respect of the completion of the Stamp Duty and Transfer Filings contemplated in the foregoing provisions of this Section 6.09 within the applicable statutory deadline prescribed by the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

Section 6.10 Termination of Existing Financing. At the Closing, Sellers shall, or shall cause the Company Group to, repay in full the Existing Financing with proceeds of the Estimated Purchase Price paid by Buyer pursuant to Section 2.05 and, if so required, other funds on hand (including the purchase price paid by the buyer under the Propco Purchase Agreement). In connection with the foregoing obligation, prior to the Closing Date, the Sellers shall deliver to Buyer payoff letters (and shall use reasonable best efforts to deliver to Buyer drafts of such payoff letters on or before the third (3rd) Business Day prior to the Closing Date), in customary form, from any of the holders (or the agent or trustee on behalf thereof) of Existing Financing.

Section 6.11 Intellectual Property. Buyer shall, as promptly as practicable after the Closing, but in no event later than thirty (30) days thereafter, cause the Company and any of the Company Subsidiaries that uses any corporate name, “doing business as” name, trade name or any other similar corporate identifier that includes, in whole or in part, “BRE”, “Blackstone”, “Blackstone Group”, “Blackstone Real Estate”, or any variation or acronym of the foregoing, or any other name that suggests a relationship with Blackstone Inc. or its Affiliates (collectively, the “Retained Names”) to file amended articles of incorporation (or similar documents) with the appropriate Governmental Authorities changing such names and identifiers to names and identifiers that do not contain any Retained Names and to promptly and diligently prosecute such changes to completion. The Seller Parties hereby grant, and shall cause its Affiliates to grant, to each member of the Company Group a limited, non-exclusive, non-transferable, non-sublicensable right to use the Retained Names for wind-down purposes, for a period ending on the earlier of (a) thirty (30) days after the Closing and (b) such time that all Retained Names have been removed from the Company its Subsidiaries’ names and identifiers, in a manner consistent with each member of the Company Group’s use of such retained Names prior to the Closing. After such period, Buyer shall not (and shall cause the Company and the Company Subsidiaries not to) use the Retained Names, except for use in plain text (i.e., not in logo or stylized form) (i) as required by applicable Law or (ii) in a neutral, non-trademark manner to describe accurately the history of the Company Group.

Section 6.12 Representation and Warranty Insurance. If Buyer or any of its Affiliates procures a representation and warranty insurance policy (or other similar policy) (a “R&W Policy”), then (i) such R&W Policy shall be at Buyer’s sole expense and (ii) Buyer shall cause such R&W Policy to expressly include a waiver by the insurer of any and all subrogation rights against any Seller, its Affiliates and their respective officers, directors and employees, except in the event of Fraud by the Sellers. Buyer shall cause each insured party under any such R&W Policy not to waive, amend, modify or otherwise revise such subrogation provision, or allow such provision to be waived, amended, modified or otherwise revised, in each case in a manner that is adverse to a Seller or any of the aforementioned persons without the prior written consent of the Sellers. Sellers shall reasonably cooperate with Buyer with respect to Buyer’s procurement of any such R&W Policy.

53

Section 6.13 Material Contracts Matters. The Sellers shall, from and after the date of this Agreement through Closing, keep Buyer reasonably informed (and where reasonable in light of the timing of such discussions, involved) with respect to any discussions by the Sellers and/or the Company Group that occur related to that certain agreement set forth on Section 6.13 of the Disclosure Schedules.

Section 6.14 Transferred Customer Data. Effective as of the Closing, no Seller shall use, transfer or grant the rights to the ownership or use of the Customer Data to any Person. The Sellers and its Affiliates shall have deleted all Customer Data stored by the Sellers and their Affiliates by the date that is thirty (30) days following the Closing, except that the Sellers and their Affiliates shall be entitled to retain storage or back-up copies to the extent required or permitted by applicable Law and otherwise in compliance with the internal compliance policies, or as part of automatic electronic archiving and back-up procedures, of the Sellers and their Affiliates.

Section 6.15 Transferred Units. Seller 2 shall cause the condominium units set forth in Section 6.15 of the Disclosure Schedule owned by CAP LV LLC as of the date of this Agreement to be transferred to New Propco prior to the Closing. Following such transfer, all Existing Propco Property owned by CAP LV will have been transferred to New PropCo.

Section 6.16 True Lease. In the event that prior to the Closing Date, (i) either the Sellers (including as a result of determination by New Propco) or Buyer reasonably determines that in order to support the New Operating Lease being characterized as a “true lease” for U.S. federal income tax purposes or being characterized as an operating lease pursuant to GAAP, or (ii) New Propco determines that in order to obtain requisite legal opinions that the New Operating Lease constitutes a “true lease” for purposes of Section 365(d) of the U.S. bankruptcy code and not a secured loan or a lease intended as security, in a bankruptcy proceeding, it is appropriate or advisable to modify the Base Rent payable during the first Lease Year of the first Renewal Term (the “First Renewal Lease Year”) such that the Base Rent under the New Operating Lease during the First Renewal Lease Year is equal to the greater of Fair Market Rent or Escalated Base Rent, then, in any such event, either Sellers or Buyer shall have the right to require that the form of New Operating Lease attached hereto as Exhibit B be modified to provide that the Base Rent payable during the First Renewal Lease Year shall be the greater of Fair Market Rent or Escalated Base Rent, and the Base Rent determined in accordance with the foregoing shall be payable throughout the remainder of the first Renewal Term except that the Base Rent shall increase on the first day of each subsequent Lease Year of the first Renewal Term to an amount equal to the sum of (x) the Base Rent for the immediately preceding Lease Year, and (y) the Escalation. Sellers and Buyer shall cooperate with each other in retaining appraisers, attorneys and any other professionals to assist in the foregoing determination. All terms used in this Section 6.16 but not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in the form of New Operating Lease attached hereto as Exhibit B.

54

Section 6.17 Aircraft. Seller 2 shall use commercially reasonable efforts to cause TVPX ARC. Inc., as trustee of that certain trust known as the “TVPX GIV 1469 Statutory Trust”, created under the Trust Agreement dated as of April 12, 2018, to transfer, effective as of the Closing, title to that certain Aircraft, together with the two (2) Rolls-Royce model ▇▇▇ ▇▇ 611-8 engines with manufacturer’s serial numbers 18071 and 18072 attached thereto, to an Affiliate of Buyer to be designated by Buyer in its sole discretion (but if so requested by the Sellers, subject to satisfactory completion of a customary KYC check) and notified by Buyer to Sellers no less than 30 days prior to Closing, free and clear of all Liens (other than Liens that arise in the ordinary course of the ownership, maintenance and operation of the aircraft) and in airworthy condition, together with any and all assignable warranties applicable thereto, all pursuant to an FAA ▇▇▇▇ of Sale (AC Form 8050-2) and a standard warranty ▇▇▇▇ of sale, and shall take all other actions reasonably requested to consummate transfer of ownership of the Aircraft to such Affiliate of Buyer, effective as of the Closing.

ARTICLE VII

CONDITIONS TO THE SALE

Section 7.01 Condition to Obligations of Each Party to Effect the Sale. The respective obligations of each party hereto to effect the Sale shall be subject to the satisfaction or waiver (where permitted) at or prior to the Closing of the following condition:

(a) No Injunction. No Governmental Entity of competent jurisdiction shall have issued any order, injunction or decree that is in effect, and no law shall have been enacted or promulgated, that renders the Sale illegal, or prohibits, enjoins, restrains or otherwise prevents the Sale, and no litigation relating to any Antitrust Law shall have been filed by the U.S. Federal Trade Commission or the Antitrust Division of the Department of Justice and be pending seeking or purporting to render the Sale illegal, or prohibit, enjoin, restrain or otherwise prevent the Sale.

(b) HSR Act. Any waiting periods (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act, including any timing agreements, understandings, or commitments entered into with or made to the U.S. Federal Trade Commission or the Antitrust Division of the Department of Justice to extend any waiting period or not close the transactions, shall have been terminated or shall have otherwise expired.

(c) Gaming Approvals. All filings required to be made prior to the Closing Date with, and all Gaming Approvals required to be obtained prior thereto from, the Gaming Authorities in connection with the consummation of the transactions contemplated hereby by Sellers and Buyer shall have been made and obtained.

(d) Entry into New Operating Lease. The New Operating Lease shall have been entered into by New Propco or New Propco shall be ready, willing and able to enter into the New Operating Lease as of the Closing should Closing occur.

(e) Entry into New Operating Lease SNDA. The New Operating Lease SNDA shall have been entered into by Existing Propco Mortgage Lender (if the Existing Financing held by such Existing Propco Mortgage Lender will remain in effect after the Closing) or New Propco Lender (if New Propco is obtaining New Propco Debt Financing), as applicable, or Existing Propco Mortgage Lender or New Propco Lender, as applicable, shall be ready, willing and able to enter into the New Operating Lease SNDA as of the Closing should Closing occur.

55

(f) Entry into New Transition Services Agreement. The New Transition Services Agreement shall have been entered into by New Propco or New Propco shall be ready, willing and able to enter into the New Transition Services Agreement as of the Closing should Closing occur.

Section 7.02 Additional Conditions to Obligations of Buyer. The obligations of Buyer to effect the Sale are also subject to the satisfaction or waiver by Buyer at or prior to the Closing of each of the following additional conditions:

(a) Representations and Warranties. Each of the representations and warranties of the Sellers (i) contained in the Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of each such date (except to the extent expressly made as of a specific date, in which case as of such specific date), and (ii) otherwise contained in this Agreement shall be true and correct in all respects (without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties) as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the extent expressly made as of a specific date, in which case as of such specific date), except in the case of clause (ii) for any failure of such representations and warranties to be true and correct that, individually or in the aggregate, do not have and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Agreements and Covenants. The Sellers shall have performed or complied in all material respects with all agreements and covenants required of them by this Agreement to be performed or complied with by them on or prior to the Closing.

(c) Officer’s Certificates. Buyer shall have received a certificate signed on behalf of the Sellers by an authorized officer of Sellers, dated as of the Closing Date, stating that the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.

(d) No Material Adverse Effect. From the date of this Agreement to June 26, 2022, there shall not have occurred any Company Material Adverse Effect; provided, that the condition under this Section 7.02(d) shall not apply, and shall not be a condition to the obligations of Buyer to effect the Sale (irrespective of whether a Company Material Adverse Effect has occurred during such period) from and after June 26, 2022.

Section 7.03 Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to effect the Sale are also subject to the satisfaction or waiver by the Sellers at or prior to the Closing of each of the following additional conditions:

(a) Representations and Warranties. Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of such date (except to the extent expressly made as of a specific date, in which case as of such specific date), except for any failure of such representations and warranties to be true and correct that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

56

(b) Agreements and Covenants. Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Buyer on or prior to the Closing.

(c) Officers’ Certificate. The Sellers shall have received a certificate signed on behalf of Buyer by an authorized officer of Buyer, dated as of the Closing Date, stating that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

ARTICLE VIII

TERMINATION

Section 8.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of Buyer and the Sellers;

(b) by either the Sellers, on the one hand, or Buyer, on the other hand, by written notice to the other, if the Closing shall not have occurred on or before June 26, 2022 (as such date may be extended pursuant to clause (A) of the following proviso, the “Outside Date”); provided that (A) if on the Outside Date, (i) the conditions to consummate the Sale in Section 7.01(a) (as it relates to any Antitrust Laws), Section 7.01(b) or Section 7.01(c) (except, in the case of Section 7.01(c), only to the extent that the condition in Section 7.01(a) (as it relates to any Antitrust Laws) or Section 7.01(b) shall also not have been satisfied) shall not have been satisfied, and (ii) each of the other conditions set forth in Article VII have been satisfied, waived or remain capable of satisfaction as of such date, then the Outside Date may be extended at the election of either Buyer or the Sellers (by delivery of written notice thereof to the Sellers or Buyer (as applicable) no later than three (3) Business Days prior to the initial Outside Date), to a date on or prior to September 26, 2022, and (B) the right to terminate this Agreement under this Section 8.01(b) shall not be available to the Sellers, if the Sellers, or to Buyer, if Buyer, as applicable, has breached in any material respect its obligations under this Agreement (including, in the case of Buyer, its obligations under Section 6.03) in any manner that shall have caused the failure of the Closing to have occurred on or before such date;

(c) by either the Sellers, on the one hand, or Buyer, on the other hand, by written notice to the other, if any Governmental Entity of competent jurisdiction shall have issued any order, injunction or decree permanently enjoining, restraining or prohibiting the Sale, and such Law shall have become final and non-appealable, if applicable; provided, that the party seeking to terminate this Agreement pursuant to this Section 8.01(c) shall have complied with its obligations under Section 6.03;

(d) by Buyer, by written notice to the Sellers, if the Sellers have breached or failed to perform any of its representations, warranties, covenants or agreements contained in this Agreement, in any case, such that a condition contained in Section 7.02(a) or Section 7.02(b) would not be satisfied and (x) such breach is curable by the Sellers but has not been cured by the Sellers during the period of up to thirty (30) days (or any shorter period if the time that remains between the date Buyer provides written notice of such violation or breach and the Outside Date)

57

after receipt by the Sellers of notice from Buyer, or (y) such breach cannot, by its nature, be cured prior to the Outside Date; provided, however, that Buyer shall not be permitted to terminate this Agreement pursuant to this Section 8.01(d) if Buyer has breached or failed to perform any of its representations, warranties, covenants or agreements contained in this Agreement so as to prevent the conditions to Closing set forth in Section 7.03(a) or Section 7.03(b) from being satisfied;

(e) by the Sellers, by written notice to Buyer, if Buyer has breached or failed to perform any of its representations, warranties, covenants or agreements contained in this Agreement, in any case, such that a condition contained in Section 7.03(a) or Section 7.03(b) would not be satisfied and (x) such breach is curable by Buyer but has not been cured by Buyer during the period of up to thirty (30) days (or any shorter period if the time that remains between the date the Sellers provides written notice of such violation or breach and the Outside Date) after receipt by Buyer of notice from the Sellers, or (y) such breach cannot, by its nature, be cured prior to the Outside Date; provided, however, that the Sellers shall not be permitted to terminate this Agreement pursuant to this Section 8.01(e) if the Sellers have breached or failed to perform any of their representations, warranties, covenants or agreements contained in this Agreement so as to prevent the conditions to Closing set forth in Section 7.02(a) or Section 7.02(b) from being satisfied;

(f) by the Sellers, by written notice to the Buyer, if (i) all of the conditions set forth in Section 7.01 and Section 7.02 have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing), (ii) the Sellers have indicated to Buyer in writing that Seller is ready, willing and able to consummate the transactions contemplated by this Agreement and (ii) Buyer fails to consummate the transactions contemplated by this Agreement within two (2) Business Days after the date the Closing should have occurred pursuant to Section 2.02; and

(g) by the Sellers, by written notice to the Buyer, if the Buyer has not timely funded the Deposit into the Escrow Account as required pursuant to Section 2.03(c).

Section 8.02 Effect of Termination.

(a) In the event of the termination of this Agreement pursuant to Section 8.01, this entire Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Buyer, the Sellers or the Company Group or their respective officers, directors or equityholders) with the exception of (i) Section 2.03(c), the final sentence of Section 6.07, this Section 8.02, and Article IX, each of which provisions shall survive such termination and remain valid and binding obligations of the parties, and (ii) any liability of any party for any breach of, or failure to perform (in each case, in any material respect) any of its obligations under, this Agreement (including any failure by such party to consummate the transactions contemplated by this Agreement if and when it is obligated to do so hereunder) prior to such termination, in which case and notwithstanding anything to the contrary in this Agreement, the other parties shall be entitled to all remedies available at law or in equity. Nothing herein shall limit or prevent any party hereto from exercising any rights or remedies it may have under Section 9.14. In the event that this Agreement is terminated under circumstances in which no Termination Fee is payable by Buyer to the Sellers, the Sellers and Buyer shall instruct the Escrow Agent to release all amounts in the Escrow Account to the Buyer.

58

(b) Notwithstanding Section 8.02(a), in the event that (i) this Agreement is terminated (A) by Buyer or the Sellers pursuant to Section 8.01(c) (as it relates to any Antitrust Laws or Gaming Laws); or (B) by Buyer or the Sellers pursuant to Section 8.01(b); and (ii) at the time of such termination all conditions set forth in Section 7.01 and Section 7.02 are satisfied other than those conditions that by their terms are to be satisfied at the Closing and other than one or more of the conditions set forth in Section 7.01(a) (as it relates to any Antitrust Laws or Gaming Laws), Section 7.01(b) or Section 7.01(c), then Buyer shall pay, at the direction of Sellers, a termination fee in cash of $500,000,000 (the “Termination Fee”). Buyer shall pay, or cause to be paid, the Termination Fee, if applicable, at the direction of Sellers, by wire transfer of immediately available funds within two (2) Business Days after the termination of this Agreement under the circumstances described in this Section 8.02(b). In the event that the Termination Fee is not timely paid by Buyer as and when required, the Sellers shall be entitled to (and if so required pursuant to the terms of the Escrow Agreement to release such amount to the Sellers, the Buyer shall take all required steps to) instruct the Escrow Agent to release the Deposit to the Sellers in satisfaction of Buyer’s obligation to pay the Termination Fee.

(c) The parties each acknowledge that the agreements contained in this Section 8.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties hereto would not enter into this Agreement. Accordingly, if Buyer fails promptly to pay, or cause to be paid, the Termination Fee if and when payable pursuant to Section 8.02(b), and, in order to obtain such payment, Sellers commence an Action that results in a judgment against Buyer for the Termination Fee, Buyer shall pay to Sellers, in addition to the Termination Fee, any reasonable out-of-pocket fees, costs and expenses (including reasonable legal fees) incurred by Sellers or any of their Affiliates in connection with any such Action, together with interest on the amount of such Termination Fee at a rate per annum equal to the “Prime Rate” as published in the Wall Street Journal, Eastern Edition in effect from time to time during the period from the date of termination of this Agreement through the date such payment in full is actually received. Such interest shall be calculated daily on the basis of a year of three hundred sixty-five (365) days and the actual number of days elapsed. Each of the parties hereto further acknowledges that the payment by the Buyer of the Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate the Sellers, or their designee, in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. In the event that this Agreement is duly terminated under the circumstances described in Section 8.02(b) and the Termination Fee is payable pursuant to Section 8.02(b), then the Sellers’ right to receive payment of the Termination Fee pursuant to Section 8.02(b) shall be the sole and exclusive remedy of the Sellers and their Affiliates against Buyer, any of Buyer’s current or future Affiliates and any of their respective current or future Representatives for any and all losses that may be suffered resulting from, and the Sellers (on their own behalf and on behalf of their respective affiliates) shall be deemed to have waived all other remedies with respect to, a failure of the Sale to be consummated, and any breach by Buyer of its obligation to consummate the Sale or any other covenant, obligation, representation, warranty or other provision set forth in this Agreement. Upon payment of the Termination Fee in accordance with this Section 8.02, neither Buyer nor any of Buyer’s current or future Affiliates shall have any further liability or obligation relating to or arising out of this Agreement.

59

ARTICLE IX

GENERAL PROVISIONS

Section 9.01 Nonsurvival. This Article IX and those covenants and agreements set forth in this Agreement and any other agreement, document, instrument or certificate required by this Agreement to be executed by the parties in connection with the transactions contemplated hereby and thereby (the “Ancillary Documents”) that by their terms contemplate performance in whole or in part after the Closing shall survive the Closing. All other representations, warranties, covenants and agreements in this Agreement and any Ancillary Document (including, without limitation, the warranties in Article III and Article IV, the covenants set forth in Section 6.01 and the certificates delivered pursuant to Section 7.02(c)) shall not survive the Closing; provided, that the provisions of this sentence will not, however, prevent or limit a cause of action arising from the Sellers’ Fraud.

Section 9.02 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (a) when delivered or sent if delivered in person, (b) on the fifth (5th) Business Day after dispatch by registered or certified mail, (c) on the next Business Day if transmitted by national overnight courier, in each case as follows (or at such other address for a party as shall be specified by like notice) or (d) when sent if sent by electronic mail (provided notice of receipt by return electronic mail from the recipient is received):

If to the Sellers:

c/o The Cosmopolitan of Las Vegas

▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇. ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Email: ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

and

c/o Blackstone Real Estate Advisors

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: Head, U.S. Asset Management

Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

and

c/o Blackstone Real Estate Advisors

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: General Counsel

Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

60

with a copy to (for information purposes only):

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

If to Buyer:

MGM Resorts International

Attention: Legal Notices

E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

with copies to (for information purposes only):

Weil, Gotshal & ▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention:         ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

                         ▇▇▇▇▇▇ ▇▇▇▇▇

Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇

Section 9.03 Amendment. This Agreement may be amended by the parties hereto at any time prior to the Closing. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

Section 9.04 Waiver. At any time prior to the Closing, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other, (b) waive any breach or inaccuracy of the representations and warranties of the other contained herein or in any document delivered pursuant hereto and (c) subject to Section 9.03, waive compliance by the other with any of the covenants or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 9.05 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 9.06 Entire Agreement. This Agreement (together with the Exhibits, Disclosure Schedules and the other documents delivered pursuant hereto) and the Confidentiality Agreement constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

61

Section 9.07 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or transferred, in whole or in part, by operation of Law or otherwise by any of the parties hereto without the prior written consent of the other parties; provided, that Buyer or any of its Affiliates may assign or transfer any of their rights, interests or obligations under this Agreement to any insurer that underwrites an R&W Policy, or the agent of any such insurer, in the event of Fraud by the Sellers without the consent of any other party. Any assignment or transfer in violation of the preceding sentence shall be void.

Section 9.08 Parties in Interest. Except for: (a) Section 6.05, which shall be for the benefit of each Indemnified Party, his or her heirs, executors or administrators and his or her Representatives, (b) Section 9.15, which shall be for the benefit of the Law Firm, (c) Section 9.16, which shall be for the benefit of the Non-Party Affiliates and (d) Section 9.17, which shall be for the benefit of the Released Parties, each of which is hereby intended to be an express third party beneficiary thereof, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including, the right to rely upon the representations and warranties set forth herein. The parties hereto further agree that the rights of third party beneficiaries under Section 6.05, Section 9.15, Section 9.16 and Section 9.17 shall not arise unless and until the Closing occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties may be subject to waiver by the parties hereto in accordance with Section 9.04 without notice or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Section 9.09 Mutual Drafting; Interpretation; Headings; Disclosure Schedules.

(a) Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: (i) the singular number shall include the plural, and vice versa; (ii) the masculine gender shall include the feminine and neuter genders; (iii) the feminine gender shall include the masculine and neuter genders; and (iv) the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and words of similar meaning, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections,” “Annexes” and “Exhibits,” are intended to refer to Sections of this Agreement and the Annexes and Exhibits to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. The term “or” shall not be deemed to be exclusive. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this

62

Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. References herein to “as of the date hereof,” “as of the date of this Agreement” or words of similar import shall be deemed to mean “as of immediately prior to the execution and delivery of this Agreement.” The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) The information in the Disclosure Schedules constitutes (i) exceptions or qualifications to representations, warranties, covenants and obligations of the Sellers as set forth in this Agreement or (ii) descriptions or lists of assets and liabilities and other items referred to in this Agreement. Any disclosure made in any Schedule to this Agreement shall be deemed to be disclosures made with respect to all representations, warranties and Schedules contained in this Agreement, regardless of whether or not a specific cross-reference is made thereto if the relevance of such disclosure to such other representations, warranties and Schedules is reasonably apparent on its face. The Disclosure Schedules shall not be construed as indicating that any disclosed information is required to be disclosed, and no disclosure shall be construed as an admission that such information is material to, or required to be disclosed by, the Sellers. The Sellers may, at their option, include in the Disclosure Schedules items that are not material, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms (including Company Material Adverse Effect) for purposes of this Agreement. The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any section of the Disclosure Schedules is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no Person shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter is or is not material for purposes of this Agreement or whether a Company Material Adverse Effect has, would or could occur. No disclosure on the Disclosure Schedules relating to a possible breach or violation of any Contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred. The Disclosure Schedules constitute a part of this Agreement and are incorporated into this Agreement for all purposes as if fully set forth herein. Capitalized terms used in the Disclosure Schedules that are not defined therein shall have the meanings given them in this Agreement.

Section 9.10 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any principles of conflicts of Law that would require the application of the Laws of any other jurisdiction.

Section 9.11 Venue. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court in the State of Delaware, and in each case any appellate courts therefrom, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment,

63

decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 9.12 Waiver of Jury Trial and Certain Damages. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER, (III) IT MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.

Section 9.13 Counterparts. This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

Section 9.14 Specific Performance. Each party hereto agrees that irreparable damage would occur to a party if any provision of this Agreement were breached or not performed by the other party in accordance with the terms hereof. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement by the other party hereto and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy, at law or in equity, to which it is entitled. Each of the parties hereto hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief or specific performance will not cause an undue hardship to the parties. Each of the parties hereby further acknowledges that the existence of any other

64

remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each party further agrees that (a) no such party will oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity and (b) no other party or any other person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.14, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The aforementioned remedies, and any and all other remedies provided for in this Agreement, will be cumulative in nature and not exclusive and this Section 9.14 will be in addition to any other remedies whatsoever which any party may otherwise have. Each party agrees and acknowledges that the right of specific performance is an integral part of the contemplated transactions and without that right, neither the Sellers nor Buyer would have entered into this Agreement.

Section 9.15 Legal Representation.

(a) Each Party acknowledges that (i) one or more of the Company Group, the Sellers and/or their respective Affiliates have retained ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (the “Law Firm”) to act as their counsel in connection with the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters, (ii) the Law Firm has not acted as counsel for Buyer or any of its past, present or future Affiliates in connection with the transactions contemplated by this Agreement and (iii) no Person other than the Sellers, the Company Group or their respective Affiliates has the status of a Law Firm client for conflict of interest or any other purpose as a result thereof. Buyer hereby (I) waives and will not assert, and will cause each of its Affiliates (including, after the Closing, the Company Group) to waive and not assert, any conflict of interest relating to the Law Firm’s representation after the Closing of the Sellers or their Affiliates in any matter involving the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding, and (II) consents to, and will cause each of its Subsidiaries (including, after the Closing, the Company Group) to consent to, any such representation, even though, in each case, (x) the interests of the Sellers or such Affiliates may be directly adverse to Buyer, the Company Group or their respective Affiliates, (y) the Law Firm may have represented the Sellers, the Company Group or their respective Affiliates in a substantially related matter, or (z) the Law Firm may be handling other ongoing matters for Buyer, the Company Group or any of their respective Affiliates.

(b) Buyer agrees that, after the Closing, none of Buyer, the Company Group or any of their Affiliates will have any right to access or control any of the Law Firm’s records or communications relating to or affecting the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby) (such records or communications containing legal work product of the Law Firm, the “Attorney-Client Communications”), which will be the property of (and be controlled by) the Sellers. In addition,

65

Buyer agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company Group. Accordingly, Buyer will not, and will cause each of its Affiliates (including, after the Closing, the Company Group) not to, use any Attorney-Client Communication remaining in the records of the Company Group after the Closing in a manner that may be adverse to Sellers or any of their Affiliates.

(c) Buyer agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Company Group), that from and after the Closing (i) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to the Sellers and will not pass to or be claimed by Buyer, the Company Group or any of their Affiliates, and (ii) the Sellers will have the exclusive right to control, assert or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer will not, and will cause each of its Affiliates (including, after the Closing, the Company Group) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not the Sellers or any of their Affiliates; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not the Sellers or any of their Affiliates. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Affiliates (including, after the Closing, the Company Group), that in the event of a dispute between the Sellers or any of their Affiliates, on the one hand, and any of the Company Group, on the other hand, arising out of or relating to any matter in which the Law Firm jointly represented both parties, neither the attorney-client privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to the Sellers or their Affiliates any information or documents developed or shared during the course of the Law Firm’s joint representation of the Company Group and the Sellers.

Section 9.16 Limitation on Recourse. This Agreement may only be enforced against, and all claims or causes of action (whether in contract, in tort, at law, in equity or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto (but only to the extent of the specific obligations of such parties set forth herein). No person who is not a named party to this Agreement, including any past, present or future officer, director, employee, agent, general or limited partner, manager, management company, member, stockholder, equity holder, controlling person, Representative or Affiliate, or any heir, executor, administrator, successor or assign of any of the foregoing, of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any liability based on, in respect of, by reason of, arising under, out of, in connection with, or related in any manner to this Agreement.

66

Section 9.17 Mutual Release. Effective as of the Closing (but only if the Closing actually occurs), each of Buyer, on behalf of itself and each of its Subsidiaries (including the Company Group), on the one hand, and the Sellers, on the other hand, in each case on behalf of its respective past, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, stockholders, equity holders, controlling Persons, Representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the other party and its respective Affiliates, and each of the foregoing’s respective past, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, stockholders, equity holders, controlling persons, Representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort, contribution or otherwise) which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case in respect of any cause, matter or thing solely relating to the Company Group or any actions taken or failed to be taken by any of the Released Parties in any capacity solely related to the Company or the Company Subsidiaries occurring or arising on or prior to the Closing Date. Notwithstanding the foregoing, nothing in this Section 9.17 (i) shall release any claims arising from the rights or obligations of any person under this Agreement or the Ancillary Documents (subject to the terms and conditions set forth herein and therein) or (ii) shall operate to limit the liability of either of the Sellers, on the one hand, or Buyer, on the other hand, to the other party for Fraud.

* * * * * * * *

67

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized all as of the date first written above.

[Signature page to Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized all as of the date first written above.

[Signature page to Purchase Agreement]

EXHIBIT B

FORM OF NEW OPERATING LEASE

(see attached)

LEASE

TABLE OF CONTENTS

i

TABLE OF CONTENTS

ii

TABLE OF CONTENTS

iii

TABLE OF CONTENTS

iv

TABLE OF CONTENTS

v

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

vi

LEASE

This LEASE (the “Lease”) is entered into as of [●] (the “Effective Date”), by and between MARKER LV PROPCO LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and NEVADA PROPERTY 1 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Tenant”).

RECITALS

A. Capitalized terms used in this Lease and not otherwise defined herein are defined in Article II hereof.

B. Pursuant to that certain Purchase Agreement, dated as of September 26, 2021, by and between TCOLV Propco LLC, as seller (“PropCo Seller”), and Marker LV JV LLC, as buyer (“PropCo Purchaser”) (as the same may be amended from time to time, the “PropCo Purchase Agreement”), PropCo Purchaser is acquiring as of the Effective Date one hundred percent (100%) of the limited liability company interests of PropCo Seller in and to Landlord.

C. Pursuant to that certain Purchase Agreement, dated as of September 26, 2021, by and between BRE Spade Parent LLC, BRE Spade Propco Holdings LLC, BRE Spade Mezz 1 LLC and BRE Spade Voteco LLC, collectively, as seller (“OpCo Seller”), and MGM Resorts International, as buyer (“OpCo Purchaser”) (as the same may be amended from time to time, the “OpCo Purchase Agreement”; together with the PropCo Purchase Agreement, collectively, the “Purchase Agreement”), OpCo Purchaser is acquiring as of the Effective Date one hundred percent (100%) of the limited liability company interests of OpCo Seller in and to Tenant.

D. Landlord desires to lease the Leased Property to Tenant and Tenant desires to lease the Leased Property from Landlord upon the terms set forth in this Lease.

E. The facility covered by this Lease is described in Exhibit A attached hereto (the “Facility”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

LEASED PROPERTY

1.1 Leased Property. Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant accepts and leases from Landlord all of Landlord’s rights and interests in and to the Facility (collectively, the “Leased Property”), including, without limitation, each of the following and any other real property owned by Landlord or its Subsidiaries, whether or not described below:

(a) the real property or properties described on Exhibit B-1 and Exhibit B-2 attached hereto (collectively, the “Land”);

(b) all buildings, structures, and other improvements of every kind now or hereafter located on the Land or connected thereto including, but not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site to the extent Landlord has obtained any interest in the same), podium, basement, parking areas and roadways appurtenant to such buildings and structures of the Facility (collectively, the “Leased Improvements”); provided, however, that the foregoing shall not affect or contradict the provisions of this Lease which specify that Tenant shall be entitled to certain benefits of and rights with respect to the Tenant Capital Improvements;

(c) all easements, rights and appurtenances, covenants, development rights, mineral, gas and oil rights, water rights, if any, and other rights appurtenant to the Land and the Leased Improvements, all right, title and interest of Landlord, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, relating to, in front of or adjoining the Land and the Leased Improvements and to the center line thereof;

(d) all equipment, machinery, fixtures, and other items of property, including all components thereof, that are now or hereafter located in, on or used in connection with and permanently affixed to or otherwise incorporated into the Leased Improvements, together with all replacements, modifications, alterations and additions thereto (collectively, the “Fixtures”); provided, however, that the foregoing shall not affect Tenant’s rights with respect to Tenant Capital Improvements pursuant to Section 11.1(a); and

(e) any and all existing water-related infrastructure, facilities, equipment and fixtures, including, without limitation, pumps, pump stations, pipes, reservoirs and vaults used to ▇▇▇▇▇▇▇ the groundwater under the service tunnel area and theater to the extent located on the Land and to discharge such water pursuant to the National Pollutant Discharge Elimination System Permit NV0023515 (the “Water Permit”) (collectively, the “Water Infrastructure”).

The Leased Property shall not, for any purposes under this Lease, include those assets described on Schedule 1 attached hereto (collectively, the “Excluded Assets”). The Leased Property is leased subject to the covenants, conditions, restrictions, easements and other matters affecting the Leased Property as of the Effective Date which are set forth on Exhibit O and such subsequent covenants, conditions, restrictions, easements and other matters permitted by this Lease or as may be agreed to by Landlord or Tenant in accordance with the terms of this Lease, whether or not of record, including any matters which would be disclosed by an inspection or accurate survey of the Leased Property.

1.2 Single, Indivisible Lease. This Lease constitutes one indivisible lease of the Leased Property and not separate leases governed by similar terms. The Leased Property constitutes one economic unit, and the Rent and all other provisions have been negotiated and agreed to based on a demise of all of the Leased Property to Tenant as a single, composite, inseparable transaction and would have been substantially different had separate leases or a divisible lease been intended. Except as expressly provided in this Lease for specific, isolated purposes (and then only to the extent expressly otherwise stated), all provisions of this Lease apply equally and uniformly to all components of the Leased Property collectively as one unit. The parties intend that the provisions of this Lease shall at all times be construed, interpreted and applied so as to carry out their mutual objective to create an indivisible lease of all of the Leased

2

Property and, in particular but without limitation, that, for purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365, or any successor or replacement thereof or any analogous state law, this is one indivisible and non-severable lease and executory contract dealing with one legal and economic unit and that this Lease must be assumed, rejected or assigned as a whole with respect to all (and only as to all) of the Leased Property. The parties may elect to amend this Lease from time to time to modify the boundaries of the Land and/or to exclude one or more components or portions thereof, and/or to include one or more additional components as part of the Leased Property, and any such future addition to the Leased Property shall not in any way change the indivisible and nonseverable nature of this Lease and all of the foregoing provisions shall continue to apply in full force. For the avoidance of doubt, the parties acknowledge and agree that this Section 1.2 is not intended to and shall not be deemed to limit, vitiate or supersede anything contained in Section 41.15 hereof.

1.3 Term. The “Term” of this Lease is the Initial Term plus all Renewal Terms, to the extent exercised. The initial term of this Lease (the “Initial Term”) shall commence on Effective Date and end on the last day of the calendar month in which the thirtieth (30^th) anniversary of the Effective Date occurs, subject to renewal as set forth in Section 1.4 below.

1.4 Renewal Terms.

(a) The term of this Lease may be extended for three (3) separate terms (each a “Renewal Term”) of ten (10) years each if: (i) at least thirty-six (36) months prior to the end of the then current Term, Tenant delivers to Landlord an irrevocable written notice that Tenant is exercising its right to extend this Lease for one (1) Renewal Term (a “Renewal Notice”); and (ii) no Event of Default shall have occurred and be continuing on the date Landlord receives the Renewal Notice (the “Exercise Date”) or on the last day of the then current Term; provided, however, that if Tenant fails to deliver to Landlord a Renewal Notice prior to the date that is thirty-six (36) months prior to the then current expiration date of the Term that Tenant does not intend to renew in accordance with this Section 1.4(a)(i), then it shall automatically and without further action be deemed for all purposes that Tenant has delivered the Renewal Notice required by this Section 1.4(a)(i). During any such Renewal Term, except as otherwise specifically provided for herein, all of the terms and conditions of this Lease shall remain in full force and effect. After the last Renewal Term, Tenant shall have no further right to renew or extend the Term.

(b) During each Renewal Term, Base Rent shall continue to be determined pursuant to the definition of such term set forth in this Lease.

1.5 Prior Operating Lease. Each of Landlord and Tenant hereby acknowledges and agrees that (a) prior to the execution and delivery of this Lease, each of PropCo Seller and Tenant was a party to the Prior Operating Lease, (b) immediately prior to execution and delivery of this Lease, PropCo Seller and Tenant terminated the Prior Operating Lease, (c) Landlord and Tenant are entering into this Lease with this Lease to be effective immediately upon the termination of the Prior Operating Lease, and (d) it is the intent of Landlord and Tenant that notwithstanding the termination of the Prior Operating Lease and the execution and delivery of this Lease immediately thereafter, Tenant shall hold and be deemed to have held a continuous, uninterrupted leasehold estate in the Leased Property. Notwithstanding the foregoing or anything to the contrary set forth in this Lease, in no event shall Landlord or Tenant have (or be deemed to have) any obligation,

3

liability, duty, or responsibility with respect to the Prior Operating Lease. It is the intent of each of Landlord and Tenant that, notwithstanding the termination of the Prior Operating Lease and the execution and delivery of this Lease immediately thereafter, any and all subleases, management agreements, and other instruments and agreements granting any right of possession in or to any portion of the Leased Property as of the Effective Date and immediately prior to the termination of the Prior Operating Lease shall continue as if the termination of the Prior Operating Lease had not occurred. Each of Landlord and Tenant agrees to reasonably cooperate and do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Section 1.5.

ARTICLE II

DEFINITIONS

2.1 Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article II have the meanings assigned to them in this Article and include the plural as well as the singular; all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (ii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease; (iii) the word “including” shall have the same meaning as the phrase “including, without limitation,” and other similar phrases; (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision; (v) for the calculation of any financial ratios or tests referenced in this Lease (including the EBITDAR to Rent Ratio), this Lease, regardless of its treatment under GAAP, shall be deemed to be an operating lease and the Rent and Additional Charges payable hereunder shall be treated as Operating Expenses; (vi) all uses of the term “EBITDA” herein shall have the meaning of the definition of “EBITDA” in this Lease; (vii) all references herein to items to be prepared or determined “in accordance with GAAP” are intended to mean “in accordance with GAAP and the Existing Accounting Guidelines”; and (viii) all Exhibits, Schedules and other attachments annexed to the body of this Lease are hereby deemed to be incorporated into and made an integral part of this Lease.

“Accounts”: All accounts, including deposit accounts, all rents, profits, income, revenues or rights to payment or reimbursement derived from the use of any space within the Leased Property and/or from goods sold or leased or services rendered from the Leased Property (including, without limitation, from goods sold or leased or services rendered from the Leased Property by any subtenant) and all accounts receivable, in each case whether or not evidenced by a contract, document, instrument or chattel paper and whether or not earned by performance, including without limitation, the right to payment of management fees and all proceeds of the foregoing.

“Additional Charges”: All Impositions and all other amounts, liabilities and obligations which Tenant assumes or agrees to pay under this Lease and, in the event of any failure on the part of Tenant to pay or causing to be paid any of those items (except (i) where such failure is due to the wrongful or negligent acts or omissions of Landlord and (ii) where Tenant shall have furnished Landlord with no less than ten (10) days’ notice of such act or omission of which Tenant is aware), every fine, penalty, interest and cost which may be added for non-payment or late payment of such items pursuant to the terms hereof, applicable law or otherwise.

4

“Affiliate”: When used with respect to any corporation, limited liability company, partnership or any other Person, the term “Affiliate” shall mean any Person which, directly or indirectly, controls or is controlled by or is under common control with such other Person. For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, partnership interests or other Equity Interests.

“Affiliate Agreements”: Any contract between Affiliates of Tenant’s Parent with respect to the Facility.

“Affiliate SNDA”: As defined in Section 22.10.

“Ancillary Space”: Those portions of the Facility that are not Primary Space.

“ANI”: As defined in Section 13.1(j).

“Annual Certificate”: A certificate of Tenant, signed by an authorized officer of Tenant, certifying to Tenant’s knowledge in all material respects as to the matters described in Section 8.5 and Section 22.3(d) to be included in such certificate.

“Applicable Coverage Ratio”: As defined in Section 23.3.

“Applicable CPI Adjustment Factor”: For any Lease Year beginning with the sixteenth (16^th) Lease Year, the quotient of (A) the CPI as of the date which is thirty (30) days prior to the commencement of such Lease Year divided by (B) the CPI as of the date which is one year prior to the date described in the preceding clause (A).

“Appraiser”: As defined in Section 3.5.

“Approved Accounting Firm”: (1) Any “big four” accounting firm designated by Tenant or (2) one of the other largest independent public accounting firms in the United States selected by Tenant’s Parent or Tenant and reasonably approved by Landlord.

“Approved Trustee” (1) Any of Chicago Title Insurance Company, First American Title Insurance Company or Fidelity National Title Insurance Company (including such title companies’ relevant Nevada-affiliated entities, provided that such entity provides an insured closing letter to Tenant in form and substance reasonably acceptable Tenant) or (2) one of the other largest title companies in the United States selected by Landlord and reasonably approved by Tenant.

“Architect”: As defined in Section 10.1(b)(iii).

5

“Award”: All compensation, sums or anything of value awarded, paid or received with respect to a total or partial Condemnation.

“Bank Secrecy Act”: As defined in Section 39.1(a).

“Base Rent”: An annual amount equal to Two Hundred Million Dollars ($200,000,000); provided, however, that commencing on the first day of the calendar month immediately following the first anniversary of the Effective Date and continuing at the beginning of each Lease Year thereafter during the Term, the Base Rent shall increase to an annual amount equal to the sum of (i) the Base Rent for the immediately preceding Lease Year, and (ii) the Escalation, as illustrated on Schedule 12 hereto. [At the commencement of the first Renewal Term, the Base Rent shall increase to an annual amount equal to the sum of (i) the Base Rent for the immediately preceding Lease Year, and (ii) the Escalation. The Base Rent determined in accordance with the preceding sentence shall be payable throughout the remainder of the first Renewal Term except that the Base Rent shall increase on the first day of each Lease Year to an amount equal to the sum of (x) the Base Rent for the immediately preceding Lease Year, and (y) the Escalation. At the commencement of each of the second and third Renewal Terms, Base Rent shall be reset to be equal to the greater of (i) the sum of (x) the Base Rent for the immediately preceding Lease Year, and (y) the Escalation, and (ii) the Fair Market Rent of the Facility as determined pursuant to Section 3.5 hereof. The Base Rent determined in accordance with the preceding sentence shall be payable throughout the remainder of the second or third Renewal Term, as applicable, except that the Base Rent shall increase on the first day of each Lease Year to an amount equal to the sum of (x) the Base Rent for the immediately preceding Lease Year, and (y) the Escalation.]¹

“BetMGM”: BetMGM, LLC (formerly known as RoarDigital, LLC).

“Bookings”: Reservations, bookings, exhibitions or other short-term arrangements with conventions, conferences, hotel guests, tours, vendors and other groups or individuals (it being understood that whether or not such arrangements or agreements are short-term or temporary shall be determined without regard to how long in advance such arrangements or agreements are entered into).

“Business Day”: Each Monday, Tuesday, Wednesday, Thursday and Friday which, in each case, is not a day on which national banks in the City of New York, New York are authorized, or obligated, by law or executive order, to close.

“CapEx Certification Date”: As defined in Section 9.1(e)(i).

6

“CapEx Disbursement Request”: As defined in Section 9.1(e)(v).

“CapEx Grace Period” As defined in Section 9.1(e)(iii).

“CapEx Reserve”: As defined in Section 9.1(e)(iv).

“CapEx Reserve Funds”: As defined in Section 9.1(e)(iv).

“CapEx Testing Period”: Each five (5) year period (on a rolling basis) through the Term, with the first period commencing on January 1, 2022 and expiring on December 31, 2026 and the second period commencing on January 1, 2023 and expiring on December 31, 2027.

“CapEx Testing Period Certificate”: As defined in Section 9.1(e)(i).

“Capital Improvement Notice”: As defined in Section 10.5(a).

“Capital Improvements”: Any improvements or alterations or modifications of the Leased Improvements, including without limitation capital improvements and structural alterations, modifications or improvements, or one or more additional structures annexed to any portion of any of the Leased Improvements or the expansion of existing improvements, which are constructed on any parcel or portion of the Land, during the Term, including construction of a new wing or new story, in each case which are permanently affixed to the Leased Property such that they constitute real property under applicable Legal Requirements.

“Capital Improvements Threshold”: As defined in Section 10.1(b)(vi).

“Cash”: Cash and cash equivalents and all instruments evidencing the same or any right thereto and all proceeds thereof.

“Casualty Event”: Any loss of title or any loss of or damage to or destruction of, or any Condemnation or other taking (including by any governmental authority) of, any portion of the Leased Property. “Casualty Event” shall include, but not be limited to, any taking of all or any portion of the Leased Property, in or by Condemnation or other eminent domain proceedings pursuant to any applicable law, or by reason of the temporary requisition of the use or occupancy of all or any part of any real property of or any part thereof by any governmental authority, civil or military.

“Code”: The Internal Revenue Code of 1986 as amended from time to time.

“Competitor Restriction Open Date”: As defined in Section 18.1(a).

“Condemnation”: A taking by the exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor or a voluntary sale or transfer by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.

“Condemnor”: Any public or quasi-public authority, or private corporation or individual, having the power of Condemnation.

7

“Condo Articles of Incorporation”: Collectively, the Condo Articles of Incorporation (East Tower) and Condo Articles of Incorporation (West Tower), as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo Articles of Incorporation (East Tower)”: Nonprofit Articles of Incorporation of The Cosmopolitan of Las Vegas East Tower Unit Owners Association, filed with the Nevada Secretary of State on July 22, 2010, as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo Articles of Incorporation (West Tower)”: Nonprofit Articles of Incorporation of The Cosmopolitan of Las Vegas West Tower Unit Owners Association, filed with the Nevada Secretary of State on July 22, 2010, as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo Association”: Collectively, the Condo Association (East Tower) and Condo Association (West Tower), as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo Association (East Tower)”: The Cosmopolitan of Las Vegas East Tower Unit Owners Association, a Nevada nonprofit corporation, its respective successors and assigns.

“Condo Association (West Tower)”: The Cosmopolitan of Las Vegas West Tower Unit Owners Association, a Nevada nonprofit corporation, its respective successors and assigns.

“Condo Board”: Collectively, the Condo Board (East Tower) and Condo Board (West Tower), as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo Board (East Tower)”: The board of directors of the Condo Association (East Tower).

“Condo Board (West Tower)”: The board of directors of the Condo Association (West Tower).

“Condo By-Laws”: Collectively, the Condo By-Laws (East Tower) and Condo By-Laws (West Tower), as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo By-Laws (East Tower)”: Bylaws of The Cosmopolitan of Las Vegas East Tower Unit Owners Association, dated January 14, 2011, as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo By-Laws (West Tower)”: Bylaws of The Cosmopolitan of Las Vegas West Tower Unit Owners Association, dated January 14, 2011, as the same may be amended from time to time in accordance with the terms of this Lease.

8

“Condo Declaration”: Collectively, the Condo Declaration (East Tower) and Condo Declaration (West Tower), as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo Declaration (East Tower)”: Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for The Cosmopolitan of Las Vegas East Tower, by Tenant, dated January 10, 2011 and recorded January 13, 2011 as Instrument No. 201101130002555 of Official Records, as assigned pursuant to that certain Assignment and Assumption of Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for The Cosmopolitan of Las Vegas East Tower, by and among Tenant, as assignor, and Landlord, as assignee, dated as of December 19, 2014, and recorded on December 22, 2014 as Instrument No. 201412220001315 of Official Records.

“Condo Declaration (West Tower)”: Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for The Cosmopolitan of Las Vegas West Tower, by Tenant, dated January 10, 2011 and recorded January 13, 2011 as Instrument No. 201101130002556 of Official Records, as assigned pursuant to that certain Assignment and Assumption of Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for The Cosmopolitan of Las Vegas West Tower, by and among Tenant, as assignor, and Landlord, as assignee, dated as of December 19, 2014, and recorded on December 22, 2014 as Instrument No. 201412220001316 of Official Records.

“Condo Documents”: Collectively, the Condo Documents (East Tower), the Condo Documents (West Tower) and the Condo REA.

“Condo Documents (East Tower)”: Collectively, the Condo Declaration (East Tower), the Condo Map (East Tower), the Condo By-Laws (East Tower) and the Condo Articles of Incorporation (East Tower).

“Condo Documents (West Tower)”: Collectively, the Condo Declaration (West Tower), the Condo Map (West Tower), the Condo By-Laws (West Tower) and the Condo Articles of Incorporation (West Tower).

“Condo Map (East Tower)”: the Final Map of Cosmopolitan (East Tower) (A Resort Condominium/Commercial Condominium Subdivision), recorded on October 27, 2010 in Book 142 of Plats, Page 83 in the Official Records, as amended by that certain Amended Plat of a portion of Cosmopolitan (East Tower) (A Resort Condominium/Commercial Condominium Subdivision), recorded on May 5, 2011 in Book 143 of Plats, Page 25 in the Official Records, excepting therefrom a portion of the podium parcel that was subdivided and transferred to a third party pursuant to quitclaim deed recorded as Instrument No. 201012230001038 of the Official Records, as the same may be amended from time to time in accordance with the terms of this Lease.

“Condo Map (West Tower)”: the Final Map of Cosmopolitan (West Tower) (A Resort Condominium/Commercial Condominium Subdivision), recorded on October 27, 2010 in Book 142 of Plats, Page 84 in the Official Records, as amended by that certain Amended Plat of a portion of Cosmopolitan (West Tower) (A Resort Condominium/Commercial Condominium Subdivision), recorded on May 5, 2011 in Book 143 of Plats, Page 26 in the Official Records, as the same may be amended from time to time in accordance with the terms of this Lease.

9

“Condo REA”: that certain Declaration of Reciprocal Easements for the Cosmopolitan of Las Vegas, recorded January 13, 2011, as Instrument No. 2011011302554 of Official Records, as assigned pursuant to that certain Assignment and Assumption of Declaration of Reciprocal Easements for The Cosmopolitan of Las Vegas, by and among Tenant, as assignor, and Landlord, as assignee, dated as of December 19, 2014 and recorded on December 22, 2014 as Instrument No. 201412220001314 of Official Records, as the same may be amended from time to time in accordance with the terms of this Lease.

“Condominium”: Collectively, the Condominium Hotel Property (as defined in the Condo Declaration (East Tower)) and the Condominium Hotel Property (as defined in the Condo Declaration (West Tower)).

“Condominium Property”: Collectively, the Condominium and the Podium Parcel (as defined in the Condo REA).

“Confidential Information”: Any and all financial, technical, proprietary, confidential, and other information, including data, reports, interpretations, forecasts, analyses, compilations, studies, summaries, extracts, records, know-how, statements (written or oral) or other documents of any kind, that contain information concerning the business and affairs of Landlord or Tenant or their respective Related Persons, whether furnished before or after the Effective Date, and regardless of the manner in which it was furnished, and any material prepared by either Landlord or Tenant or their respective Related Persons, in whatever form maintained, containing, reflecting or based upon, in whole or in part, any such information; provided, however, that “Confidential Information” shall not include information which: (i) was or becomes generally available to the public other than as a result of a disclosure by either Landlord or Tenant or their respective Related Persons in breach of this Lease; (ii) was or becomes available to either Landlord or Tenant or their respective Related Persons on a non-confidential basis prior to its disclosure hereunder as evidenced by the written records of Landlord or Tenant or their Related Persons, provided, that the source of the information is not bound by a confidentiality agreement with respect to such information or otherwise prohibited from transmitting such information by a contractual, legal or fiduciary duty; or (iii) was independently developed by the other without the use of any Confidential Information, as evidenced by its written records.

“Connector Actions”: As defined in Section 7.2(c).

“Construction Security”: (A) cash, (B) cash equivalents, (C) a Letter of Credit or (D) an alternative security reasonably acceptable to Landlord (or a combination thereof), in an amount equal to (x) in the case of Capital Improvements, the cost by which the budgeted cost of such Capital Improvements exceeds the Capital Improvements Threshold, and (y) in the case of a Restoration Deficiency, the amount of such deficiency.

“Construction Security Escrow Account”: As defined in Section 10.1(c).

“Control”: The ability, directly or indirectly, whether through the ownership of voting securities or other Equity Interests, by contract, or otherwise (including by being the managing member or general partner of the Person in question), to direct or cause the direction of the management and policies of a Person.

10

“Covenant Failure Period”: The period beginning upon the failure of the Financial Covenant or the Listing Covenant and ending upon a Covenant Security Coverage Cure with respect to such failure.

“Covenant Security Coverage Cure”: (1) Following the failure of the Financial Covenant, (A)(i) as of the last day of the most recent Test Period and the last day of the Test Period immediately preceding the most recent Test Period, the EBITDAR to Rent Ratio shall have been equal to or greater than the Applicable Coverage Ratio or (ii) Tenant’s Parent’s Market Capitalization, on the last day of the most recent Test Period and the last day of the Test Period immediately preceding the most recent Test Period, shall exceed Six Billion Dollars ($6,000,000,000.00); and (B) Tenant’s satisfaction of the Listing Covenant; or (2) following the failure of the Listing Covenant, as of the last day of the most recent Test Period and the last day of the Test Period immediately preceding the most recent Test Period, the EBITDAR to Rent Ratio shall have been greater than 2.00:1.00.

“Covenant Security Escrow Account”: An escrow account established by Tenant with a reputable, nationally recognized title insurance company selected by Tenant and approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed) with an office located in Las Vegas, Nevada. An Approved Trustee is hereby preapproved by Landlord and Tenant.

“Covenant Security Escrow Instructions”: Whenever Tenant has deposited sums as required hereunder into a Covenant Security Escrow Account, irrevocable escrow instructions (reasonably satisfactory to Tenant and Landlord) to the title company holding the Covenant Security Escrow Account to hold such funds in escrow, and to release them directly to Landlord promptly upon written demand by Landlord certifying that an Event of Default exists hereunder, without any further instructions, action or approval from Tenant, or to release them to Tenant upon the joint written instructions of Tenant and Landlord (which, upon Tenant’s request, Landlord shall execute and deliver when a Covenant Security Coverage Cure shall have occurred or following the expiration of this Lease).

“CPI”: The United States Department of Labor, Bureau of Labor Statistics Revised Consumer Price Index for All Urban Consumers (1982-84=100), U.S. City Average, All Items, or, if that index is not available at the time in question, the index designated by such Department as the successor to such index, and if there is no index so designated, an index for an area in the United States that most closely corresponds to the entire United States, published by such Department, or if none, by any other instrumentality of the United States, all as reasonably determined by Landlord and Tenant.

“Current Insurance Limits”: As defined in Section 13.5.

“Customary Hotel Art”: All art, artwork, paintings, sculptures or other artistic installments or displays which are (x) generally affixed to the walls of guest rooms, hallways, convention rooms, casino areas and ancillary spaces which are consistent with the Operating Standard or (y) otherwise located at the Facility, and, in each case, not costing in excess of $10,000 for any individual item.

11

“Data”: As defined in the definition of Intellectual Property.

“Date of Taking”: The date the Condemnor has the right to possession of the property being condemned.

“Debt Agreement”: If designated by Tenant to Landlord in writing to be included in the definition of “Debt Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other indebtedness, in each case, with the same or different borrowers or issuers and, in each case, (i) entered into from time to time by Tenant and/or its Subsidiaries, (ii) as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time, (iii) which are secured by assets of Tenant and/or its Subsidiaries, including, but not limited to, their Cash, Accounts, Tenant’s Property, real property and leasehold estates in real property (including this Lease) and (iv) which shall provide Landlord, (x), the right to receive copies of notices of Specified Debt Agreement Defaults thereunder in accordance with Section 17.3 hereof and (y) the right to cure such defaults in accordance with Section 17.2 hereof.

“Debt Facilities”: One or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other indebtedness, in each case, with the same or different borrowers or issuers.

“Deferred Required CapEx”: As defined in Section 7.2(d).

“Designated Tenant’s Property”: As defined in Section 36.1.

“Disclosure Documents”: Collectively, any written materials used or provided to any prospective investors and/or the rating agencies in connection with any public offering or private placement in connection with a securitization (including, without limitation, a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents, marketing materials or information provided to prospective investors), in each case in preliminary or final form and including any amendments, supplements, exhibits, annexes and other attachments thereto.

“Dispute Notice”: As defined in Section 16.1(b).

“Dollars” and “$”: The lawful money of the United States.

12

“EBITDA”: For any Test Period and with respect to any Person or the Facility (as applicable), the sum of (a) Net Income of such Person or the Facility for that period, plus or minus the following (without duplication in each case) to the extent reflected in Net Income for that period, plus (b) any extraordinary loss and, without duplication, any loss associated with the early retirement of Indebtedness and with any disposition not in the ordinary course of business, minus (c) any extraordinary gain and, without duplication, any gains associated with the early retirement of Indebtedness and with any disposition not in the ordinary course of business, plus (d) interest charges of such Person or the Facility for that period, less (e) interest income of such Person or the Facility for that period, plus (f) the aggregate amount of expense for federal, foreign, state and local taxes on or measured by income of such Person or the Facility for that period excluding Gaming taxes (whether or not payable during that period), minus (g) the aggregate amount of benefit for federal, foreign, state and local taxes on or measured by income of such Person or the Facility for that period excluding Gaming taxes (whether or not receivable during that period), plus (h) depreciation, amortization, plus (i) all non-recurring and/or other non-cash expenses which shall be limited to third party expenses in connection with an acquisition or disposition of an asset, plus (j) loss on sale or disposal of an asset, and write downs and impairments of an asset, minus (k) all non-recurring and/or other non-cash income in connection with an acquisition or disposition, and gain on sale of an asset, plus (l) expenses classified as “pre-opening and start-up expenses” on the applicable financial statements of that Person or the Facility for that fiscal period which shall be limited to costs related directly to the Facility’s Primary Intended Use, minus (m) non-cash reversal of an accrual or reserve not recorded in the ordinary course, plus or minus (n) the impact of any foreign currency gains or losses and related swaps, plus (o) all long-term non-cash expenses realized in connection with or resulting from equity or equity-linked compensation plans, employee benefit plans or agreements or post-employment benefit plans or agreements, stock appreciation or similar rights, stock options, restricted stock, preferred stock, stock appreciation or other similar rights, plus or minus (p) any equity income from the earnings of an equity method investee and plus (q) any equity loss from the earnings of an equity method investee, in each case as determined in accordance with GAAP, consistently applied using the Existing Accounting Guidelines.

“EBITDAR”: For any Test Period, with respect to any Person or Facility, EBITDA plus, without duplication, any rent associated with this Lease (as may be amended from time to time) reflected in Net Income, and, without duplication, in each case as determined in accordance with GAAP, consistently applied using the Existing Accounting Guidelines.

“EBITDAR to Rent Ratio”: For any date, the ratio of (i) EBITDAR derived from the Facility by Tenant or its Affiliates (without duplication) for the Test Period most recently ended prior to such date to (ii) Rent for the Test Period most recently ended prior to such date. For purposes of the calculation of Rent in clause (ii) above for the first year following the Effective Date, Rent shall be Two Hundred Million Dollars ($200,000,000).

“Effective Date”: As defined in the Recitals.

“Eligible Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state

13

chartered depository institution or trust company acting in its fiduciary capacity that has a ▇▇▇▇▇’▇ rating of at least “Baa2” and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least Fifty Million and No/100 Dollars ($50,000,000.00) and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution”: Either (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P and “P-1” by ▇▇▇▇▇’▇ in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of letters of credit and accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A+” by S&P and “Aa3” by ▇▇▇▇▇’▇), or (b) ▇▇▇▇▇ Fargo Bank, National Association, JPMorgan Chase Bank, N.A. or Bank of America, N.A. or any of their affiliates or successors provided that the rating by S&P and ▇▇▇▇▇’▇ for the short term unsecured debt obligations or commercial paper and long term unsecured debt obligations of the same does not decrease below the ratings set forth in clause (a) hereof.

“Encumbrance”: Any mortgage, deed of trust, lien, encumbrance or other matter affecting title to the Leased Property, or any portion thereof or interest therein.

“End of Term Asset Transfer Notice”: As defined in Section 36.1.

“Environmental Costs”: As defined in Section 32.4.

“Environmental Laws”: Any and all federal, state, municipal and local laws, statutes, ordinances, rules, regulations, guidances, policies, orders, decrees or judgments, whether statutory or common law, as amended from time to time, now or hereafter in effect, or promulgated, pertaining to the environment, public health and safety and industrial hygiene, including the use, generation, manufacture, production, storage, release, discharge, disposal, handling, treatment, removal, decontamination, cleanup, transportation or regulation of any Hazardous Substance, including the Industrial Site Recovery Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act and the Occupational Safety and Health Act, NRS Chapters 444, 445A, 445B, 445C, 445D, 459, 590 and NRS Sections 618.750 to 618.850.

“Equity Interests”: With respect to any Person, any and all shares, interests, participations or other equivalents, including ownership or membership interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

14

“ERISA Affiliate”: Any entity which, together with another entity, would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Escalated Base Rent”: For each of the first fifteen (15) Lease Years (other than the first Lease Year), an amount equal to one hundred and two percent (102%) of the Base Rent as of the end of the immediately preceding Lease Year, as set forth on Schedule 12 hereto. Thereafter, “Escalated Base Rent” for each Lease Year shall mean (A) the greater of (1) an amount equal to one hundred and two percent (102%) of the Base Rent as of the end of the immediately preceding Lease Year, and (2) the Applicable CPI Adjustment Factor multiplied by the Base Rent as of the end of the immediately preceding Lease Year; provided, however, that in no event shall the Escalated Base Rent for any Lease Year increase by more than three percent (3%) of the Base Rent payable for the immediately preceding Lease Year (the “Escalation Cap”), as shown in the Theoretical Example of Year 16 Rent Calculation attached hereto in Schedule 12.

“Escalation”: For any Lease Year (other than the first Lease Year), an amount equal to the difference between (i) the Escalated Base Rent for such Lease Year and (ii) the Base Rent for the immediately preceding Lease Year. For purposes of determining the Escalations pursuant to Section 23.3, the Escalated Base Rent during the 16^th Lease Year until the expiration of the Term shall be calculated using the Escalation Cap.

“Escalation Cap”: As defined in the definition of Escalated Base Rent.

“Essential Property Charges”: As defined in Section 4.3.

“Estoppel Certificate”: As defined in Section 23.1(a).

“Event of Default”: As defined in Section 16.1(a).

“Event of Default Notice”: As defined in Section 16.2(b).

“Exchange Act”: The U.S. Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Excluded Assets” As defined in Section 1.1.

“Exercise Date”: As defined in Section 1.4(a).

“Existing Accounting Guidelines”: Tenant’s Parent’s accounting guidelines and policies in effect as of the Effective Date, as more particularly set forth on Schedule 4 hereto and which shall be subject to change to the extent not material or to the extent needed to reflect changes in GAAP and which shall be applied on a Non-Discriminatory basis consistent with Tenant’s and Tenant’s Affiliates past practice with respect to their other Gaming Facilities.

“Existing Management Agreement”: Any management agreement with a third party not affiliated with Tenant with respect to a portion of the Facility in effect as of the Effective Date. For the avoidance of doubt, the Existing Marriott Agreement is not and shall not be deemed to be an Existing Management Agreement.

15

“Existing Marriott Agreement”: That certain Cosmopolitan of Las Vegas License Agreement, dated as of August 24, 2010 by and between Marriott International, Inc., as licensor, and Tenant, as licensee (as amended, supplemented or otherwise modified). Tenant shall have the right to terminate the Existing Marriott Agreement at any time without Landlord’s consent at Tenant’s sole cost and expense.

“Existing Sublease”: Any sublease with respect to a portion of the Facility in effect as of the Effective Date.

“Existing Title Violation”: As defined in Section 9.2.

“Expert”: An independent third party professional, with expertise in respect of a matter at issue, appointed by the agreement of Landlord and Tenant or otherwise in accordance with Article XXXIV hereof.

“Expert Fair Market Rent”: As defined in Section 34.1(b)(i).

“Facility”: As defined in the Recitals. “Facility” shall not include any off-track betting facilities located off-site or other offsite Gaming facilities.

“Facility Mortgage”: As defined in Section 13.1.

“Facility Mortgage Documents”: With respect to each Facility Mortgage and Facility Mortgagee, the applicable Facility Mortgage, loan agreement, debt agreement, credit agreement or indenture, lease, note, collateral assignment instruments, guarantees, indemnity agreements and other documents or instruments evidencing, securing or otherwise relating to the loan made, credit extended, or lease or other financing vehicle entered into pursuant thereto.

“Facility Mortgagee”: As defined in Section 13.1.

“Fair Market Rent”: With respect to the Leased Property or the Facility, at any time in question and as the context may require, the prevailing fair market Base Rent which would be determined in an arm’s-length negotiation by Landlord and Tenant if neither party were under any compulsion to enter into a lease, taking into account all of the material terms and conditions of this Lease (including the obligation to pay Additional Charges and the presence of any remaining Renewal Terms) and, taking into account the fact that Landlord will not be entitled to the benefit of any of Tenant’s Property other than its rights with respect to Tenant’s Property pursuant to Section 6.4 and Article XXXVI for a ten (10) year term beginning as of the commencement of such Renewal Term, such Fair Market Rent to be determined by mutual agreement by the parties or in accordance with Section 3.5.

“Fair Market Rent Assumptions”: The Expert shall assume the following (1) neither the tenant nor landlord is under any compulsion to lease and that both have reasonable knowledge of all relevant facts, are acting prudently and knowledgeably in a competitive and open market, and assuming price is not affected by undue stimulus, (2) such lease contains terms and conditions identical to the terms and conditions of this Lease, other than with respect to the length of term and payment of Rent and any ability of Tenant to cease operations pursuant to Section 7.2(d), (3) neither party is paying any broker a commission in connection with the transaction, (4) that the

16

tenant thereunder will pay such Fair Market Rent for the entire term of such demise (i.e., no early termination)), (5) the Leased Property to be valued pursuant hereto (as improved by all then existing Leased Improvements, and all Capital Improvements thereto), shall be valued as (or as part of) a fully-permitted Facility operated in accordance with the provisions of this Lease for the Primary Intended Use, free and clear of any lien or encumbrance evidencing a debt (including any Permitted Leasehold Mortgage) or judgment (including any mortgage, security interest, tax lien, or judgment lien), (6) in determining the Fair Market Rent with respect to damaged or destroyed Leased Property, such value shall be determined as if such Leased Property had not been so damaged or destroyed, (7) the Fair Market Rent shall represent the normal rent for the Leased Property unaffected by sales (or leasing) concessions granted by anyone associated with the transaction, (8) the following specific matters shall be factored in or out, as appropriate, in determining Fair Market Rent as the case may be: (i) the negative value of (x) any deferred maintenance or other items of repair or replacement of the Leased Property to the extent arising from breach or failure of Tenant to perform or observe its obligations hereunder, (y) any then current or prior Gaming or other licensure violations by Tenant, Guarantor or any of their Affiliates, and (z) any breach or failure of Tenant to perform or observe its obligations hereunder (in each case with respect to the foregoing clauses (x), (y) and (z), without giving effect to any applicable cure periods hereunder), shall not be taken into account; rather, the Leased Property and every part thereof shall be deemed to be in the condition required by this Lease and Tenant shall at all times be deemed to have operated the Facility in compliance with and to have performed all obligations of Tenant under this Lease, and (ii) such determination shall be without reference to any savings Landlord may realize as a result of any extension of the Term of this Lease, such as savings in free rent and tenant concessions, and without reference to any “start-up” costs a new tenant would incur were it to replace the existing Tenant for any Renewal Term or otherwise, (9) the Leased Property will be leased as a whole or substantially as a whole to a single user and (10) in determining the Fair Market Rent with respect to any portion of the Leased Property for which Tenant has temporarily ceased operations, such value shall be determined as if such operations had not been ceased.

“FASB”: As defined in the definition of GAAP.

“Fee Mortgage”: Any mortgage, pledge agreement, security agreement, assignment of leases and rents, fixture filing or similar document creating or evidencing a lien on Landlord’s interest in the Leased Property (or an indirect interest therein, including without limitation, a lien on direct or indirect interests in Landlord pursuant to a mezzanine loan or otherwise) in accordance with the provisions of Article XXXI hereof.

“Fee Mortgage Documents”: With respect to each Fee Mortgage and Fee Mortgagee, the applicable Fee Mortgage, loan agreement, debt agreement, credit agreement or indenture, lease, note, collateral assignment instruments, guarantees, indemnity agreements and other documents or instruments evidencing, securing or otherwise relating to the loan made, credit extended, or lease or other financing vehicle entered into pursuant thereto.

“Fee Mortgagee”: The holder(s) or lender(s) under each Fee Mortgage (which for the avoidance of doubt may include the holder(s) or lender(s) under any mezzanine loan secured by a direct or indirect interest in Landlord’s interest in the Leased Property) or the agent or trustee acting on behalf of any such holder(s) or lender(s).

17

“Fee Mortgagee Securitization”: Any sale or financing by a Fee Mortgagee (including, without limitation, issuing one or more participations) of all or a portion of the loan secured by a Fee Mortgage, including, without limitation, a public or private securitization of rated single- or multi-class securities secured by or evidencing ownership interests in all or any portion of the loan secured by a Fee Mortgage or a pool of assets that includes such loan.

“Fee Mortgagee Securitization Indemnitee”: Any Fee Mortgagee, any Affiliate of a Fee Mortgagee that has filed any registration statement relating to a Fee Mortgagee Securitization or has acted as the sponsor or depositor in connection with a Fee Mortgagee Securitization, any Affiliate of a Fee Mortgagee that acts as an underwriter, placement agent or initial purchaser of securities issued in a Fee Mortgagee Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of securities issued in a Fee Mortgagee Securitization, in each case under or relating to the Fee Mortgage, and each of their respective officers, directors and Affiliates and each Person or entity who “controls” any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

“FF&E”: Collectively, furnishings, fixtures, inventory, and equipment located in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, parking facilities, public areas or otherwise in any portion of the Facility, including (without limitation) all beds, chairs, bookcases, tables, carpeting, drapes, couches, luggage carts, luggage racks, bars, bar fixtures, radios, television sets, intercom and paging equipment, electric and electronic equipment, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, stoves, ranges, refrigerators laundry machines, tools, machinery, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, cabinets, lockers, shelving, dishwashers, garbage disposals, washer and dryers, Gaming Equipment and other casino equipment and all other hotel and casino resort equipment, supplies and other tangible property owned by Tenant, or in which Tenant has or shall have an interest, now or hereafter located at the Leased Property or used or held for use in connection with the present or future operation and occupancy of the Facility; provided, however, that FF&E shall not include Excluded Assets or items owned by subtenants that are neither Tenant nor an Affiliate of Tenant, by guests or by other third parties.

“FF&E Disbursement Request”: As defined in Section 9.1(f).

“FF&E Reserve”: As defined in Section 9.1(f).

“FF&E Reserve Funds”: As defined in Section 9.1(f).

“Final Financial Covenant Compliance Report”: As defined in Section 23.1(b)(iv).

“Finance Lease”: As applied to any Person, any lease of any Property by that Person as lessee that is required to be classified and accounted for as a finance lease in conformity with GAAP; and provided, that, for the avoidance of doubt, this Lease will not be deemed to be a Finance Lease.

“Financial Covenant”: As defined in Section 23.3.

18

“Financial Statements”: (i) For a Fiscal Year, consolidated statements of operations, shareholders’ equity and cash flows of Tenant’s Parent and its Subsidiaries for such Fiscal Year and the related consolidated balance sheet as at the end of such Fiscal Year, prepared in accordance with GAAP as at such date and audited by an Approved Accounting Firm, and (ii) for each fiscal quarter (other than the fourth fiscal quarter in any Fiscal Year), the consolidated statements of operations and cash flows of Tenant’s Parent and its Subsidiaries for such fiscal quarter and for the portion of the Fiscal Year ended with such fiscal quarter, and the related consolidated balance sheet as at the end of such fiscal quarter, prepared in accordance with GAAP and Existing Accounting Guidelines.

“Fiscal Year”: The annual period commencing January 1 and terminating December 31 of each year.

“Fixtures”: As defined in Section 1.1(d).

“Foreclosure Assignment”: As defined in Section 22.2(a)(i).

“Foreclosure COC”: As defined in Section 22.2(a)(i).

“Foreclosure Purchaser”: As defined in Section 31.1.

“Foreclosure Transferee”: A transferee that meets all of the following requirements:

(a) such transferee is or has engaged or is otherwise Controlled by a Qualified Operator with respect to the operation of the Facility;

(b) such transferee (directly or through one or more of its Subsidiaries) is licensed or certified by each Gaming Authority with jurisdiction over any portion of the Leased Property as of the date of any proposed assignment or transfer to such entity (or will be so licensed upon its assumption of this Lease);

(c) such transferee is Solvent, and, other than in the case of a Permitted Leasehold Mortgagee Foreclosing Party or a Permitted Credit Facility Lender, if such transferee has a Parent Company, the Parent Company of such transferee is Solvent, and

(d) such transferee is, or is Controlled by, a Qualified Transferee and such Qualified Transferee has executed and delivered a Guaranty.

“GAAP”: Generally accepted accounting principles in the United States set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification^® and rules and interpretive releases of the SEC under authority of federal securities laws, that are applicable to the circumstances as of the date of determination, consistently applied; provided, that if any change in accounting principles is required by the promulgation of any rule, regulation, pronouncement or opinion by the FASB or the SEC and such change results in a change in the method of calculation of any financial ratio or term in this Lease, then Tenant and Landlord shall negotiate in good faith in order to amend such provision so as to equitably reflect such change with the desired result that the criteria for evaluation of the relevant Person’s financial condition shall be the same after such change as if such change had not occurred; provided further that until such time as an amendment shall have been executed, all such financial covenants and terms in this Lease shall continue to be calculated or construed as if such change had not occurred.

19

“Gaming”: Casino, racetrack racing, video lottery terminal or other gaming activities, including, but not limited to, the operation of slot machines, video lottery terminals, table games, pari-mutuel wagering or other applicable types of wagering (including, but not limited to, sports wagering). For avoidance of doubt, the terms “gaming” and “gambling” as used in this Lease are intended to include the meanings of such terms under NRS Section 463.0153.

“Gaming Authorities”: Any of the Nevada Gaming Commission, the Nevada Gaming Control Board, the ▇▇▇▇▇ County Liquor and Gaming Licensing Board, and any other gaming regulatory body or any agency or governmental authority which has, or may at any time after the Effective Date have, jurisdiction over the gaming activities at the Leased Property or any successor to such authority.

“Gaming Corridor”: The greater Las Vegas Strip area bounded on the south by St. Rose Parkway (but, for the avoidance of doubt, including the M Resort), the north by US 95, on the east by Paradise Road or Maryland Parkway, as applicable, and on the west by Decatur Boulevard.

“Gaming Equipment”: All equipment, software systems and/or gaming devices, gaming devices parts inventory and other related gaming equipment and supplies used to conduct gambling games authorized by applicable Gaming Regulations at a Gaming Facility including without limitation, all slot machines, video lottery terminals, table games, cards, dice, chips, tables, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems, gaming kiosks, pari-mutuel wagering systems, and/or other software systems and devices used now or in the future (including any variation or derivative of any of the foregoing, or any newly created equipment, software system or gaming device) for the purposes of conducting gambling games, slot machines, gaming devices and live games.

“Gaming Facility”: The portion of any property upon which Gaming Equipment is utilized to generate Gaming revenues in accordance with a required Gaming License.

“Gaming License”: Any license, permit, approval, finding of suitability, finding of qualification or other authorization issued by Gaming Authorities to operate, carry on or conduct any gambling game, race book or sports pool, pari-mutuel wagering and/or offer to play any Gaming Equipment on the Leased Property, as required by any Gaming Regulation, including each of the licenses, permits or other authorizations set forth on Exhibit D, as amended from time to time, and those related to the Facility that are added to this Lease after the Effective Date.

“Gaming Regulation(s)”: Any and all laws, statutes, ordinances, rules, regulations, policies, orders, resolutions, codes, decrees or judgments, and Gaming License conditions or restrictions, and requirements of any agreement with a local municipality, as amended from time to time, now or hereafter in effect or promulgated, pertaining to the operation, control, maintenance or Capital Improvement of a Gaming Facility or the conduct of a Person holding a Gaming License, including, without limitation, any contractual requirements or requirements imposed by a regulatory agency, commission, board, municipality, county, parish or other governmental body (including any Gaming Authority) pursuant to the jurisdiction and authority granted to it under applicable law.

20

“Government List”: (1) any list or annex to Presidential Executive Order 13224 issued on September 24, 2001 (“EO13224”), including any list of Persons who are determined to be subject to the provisions of EO13224 or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (2) the Specially Designated Nationals and Blocked Persons Lists maintained by OFAC, (3) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC, or (4) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to any Executive Order of the President of the United States of America.

“Guarantor”: Tenant’s Parent or any Qualified Transferee which delivers a Guaranty in accordance with this Lease or consented to by Landlord.

“Guaranty”: That certain Guaranty of Lease dated as of the Effective Date by and between Guarantor and Landlord, a form of which is attached as Exhibit E hereto, as the same may be amended or supplemented or restated from time to time in accordance with the terms of this Lease and the Guaranty, and any other form of guaranty in form and substance satisfactory to Landlord in its sole discretion (it being acknowledged by Landlord that a Guaranty in the form of Exhibit E attached hereto is satisfactory) executed by a Guarantor in favor of Landlord (as the same may be amended or supplemented or restated from time to time in accordance with this Lease and the Guaranty) pursuant to which such Guarantor agrees to guaranty all of the obligations of Tenant hereunder.

“Guest Data”: Any and all information and data identifying, describing, concerning or generated by website visitors or prospective, actual or past guests or customers of casinos, hotels, retail locations, restaurants, bars, spas, entertainment venues, or other facilities or services, including without limitation any and all guest or customer profiles, contact information (e.g. addresses, phone numbers, facsimile numbers and email addresses), histories, preferences, game play and patronage patterns, experiences, results and demographic information, whether or not any of the foregoing constitutes personally identifiable information, together with any and all other guest or customer information in any database of Tenant, Tenant’s Parent or their respective Affiliates, regardless of the source or location thereof, and including without limitation such information obtained or derived by Tenant, Tenant’s Parent or any of their respective Affiliates from (i) guests or customers of the Facility (for the avoidance of doubt, including Property Specific Guest Data); or (ii) any other sources and databases, including websites, central reservations databases, operational data bases (ODS) and any player loyalty programs (e.g. the Tenant Rewards Program).

“Handling”: As defined in Section 32.4.

“Hazardous Substances”: Collectively, any petroleum, petroleum product or by product or any substance, material or waste that is defined, regulated or classified pursuant to any applicable Environmental Law as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” or words of similar meaning and regulatory effect.

21

“Impositions”: All taxes, special and general assessments, including assessments for public improvements or benefits, whether or not commenced or completed prior to the Effective Date and whether or not to be completed within the Term, rents or other amounts payable under any Property Documents, water rents, rates and charges, commercial rent taxes, sewer and other utility rents, rates and charges, excise tax levies, fees including license, permit, inspection, authorization and similar fees, and other governmental impositions, levies and charges of every kind and nature whatsoever, that may be assessed, levied, confirmed, imposed or become a lien on the Leased Property or any part thereof or any rent therefore or any estate, right, title or interest therein or any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof prior to, during or with respect to any period during the Term hereof through the expiration or earlier termination of this Lease together with (i) any taxes and assessments that may be levied, assessed or imposed upon the gross income arising from any Rent or in lieu of or as a substitute, in whole or in part, for any Imposition and (ii) all interest and penalties on the foregoing attributable to any failure in payment by Tenant (other than failures arising from the wrongful or negligent acts of Landlord where Tenant shall have furnished Landlord with no less than ten (10) days’ notice of such act which Tenant is aware). Except as described in clause (ii) above, the term “Impositions” shall, however, not include any of the following, all of which the parties agree shall be the responsibility of (and paid, before any fine, penalty, interest or cost may be added for non-payment, by) Landlord: (a) any franchise, income, excess profits, estate, inheritance, succession, transfer, gift, corporation, business, commerce, capital levy, or profits tax of Landlord, (b) any tax imposed with respect to the sale, exchange or other disposition by Landlord of the fee estate in the Leased Property or Landlord Change of Control, and (c) interest, penalties and other charges with respect to the foregoing items (a) and (b).

“Indebtedness”: Of any Person, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or similar instruments; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person; (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding (x) trade accounts payable and accrued obligations incurred in the ordinary course of business or other accounts payable in the ordinary course of business in accordance with ordinary trade terms, (y) financing of insurance premiums and (z) any earn-out obligation or purchase price adjustment until such obligation becomes a liability on the balance sheet (excluding the footnotes thereto) in accordance with GAAP); (e) all Indebtedness of others to the extent secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided, that if such obligations have not been assumed, the amount of such Indebtedness included for the purposes of this definition will be the amount equal to the lesser of the fair market value of such property and the amount of the Indebtedness secured; (f) with respect to any Finance Lease of such Person, the amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP; (g) the net amount of the obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements (including swap contracts); (h) all obligations of such Person as an account party in respect of letters of credit and

22

bankers’ acceptances, except obligations in respect of letters of credit issued in support of obligations not otherwise constituting Indebtedness shall not constitute Indebtedness except to the extent such letter of credit is drawn and not reimbursed within ten (10) Business Days; and (i) all guaranty obligations of such Person in respect of Indebtedness of others of the kinds referred to in clauses (a) through (h) above (other than, for the avoidance of doubt, in connection with any completion guarantee); provided, that for purposes of this definition, deferred purchase price obligations shall be calculated based on the net present value thereof. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner unless recourse is limited, in which case the amount of such Indebtedness shall be the amount such Person is liable therefor (except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor). The amount of Indebtedness of the type described in clause (d) shall be calculated based on the net present value thereof. The amount of Indebtedness of the type referred to in clause (g) above of any Person shall be zero unless and until such Indebtedness becomes due, in which case the amount of such Indebtedness shall be the amount due that is payable by such Person. For the avoidance of doubt, it is understood and agreed that (x) unredeemed casino chips and tokens and gaming winnings of customers, (y) any obligations of such Person in respect of cash management agreements and (z) any obligations of such Person in respect of employee deferred compensation and benefit plans shall not constitute Indebtedness. For all purposes hereof, the Indebtedness of the Tenant shall exclude (i) any obligations under this Lease and any similar lease and (ii) intercompany liabilities arising from the Tenant’s cash management, tax, and accounting operations and intercompany loan advances.

“Initial Term”: As defined in Section 1.3.

“Insurance Requirements”: The terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy and of any insurance board, association, organization or company necessary for the maintenance of any such policy.

“Intellectual Property” or “IP”: All rights, title and interests in, to and under any intellectual property, as they exist anywhere in the world, whether registered or unregistered, including: (i) all patents and applications therefor and all reissues, divisions, divisionals, renewals, extensions, provisionals, continuations and continuations-in-part thereof, (ii) all inventions (whether or not patentable), invention disclosures, improvements, business information, know-how, trade secrets, Confidential Information, designs, plans, blueprints, formulas, drawings, research and development, business and marketing plans, proposals and surveys, customer lists, tangible and intangible proprietary information, and all documentation relating to any of the foregoing, (iii) all copyrights, works of authorship, copyrightable works, copyright registrations and applications therefor, and all other rights corresponding thereto, (iv) all industrial designs and any registrations and applications therefor, (v) all trademarks, service marks, trade dress, trade styles, logos, trade names, brand names, assumed names, corporate names, Internet domain names and other indicia of commercial source or origin (whether registered, arising under common law or statutory law, or otherwise) and general intangibles of like nature, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith (collectively, “Trademarks”), (vi) all databases and data collections (including all Guest Data) and all rights therein (collectively, “Data”), (vii) all moral and economic rights of authors and inventors, however denominated, (viii) all social media user names and accounts, (ix) all computer software,

23

firmware, microcode, operating systems, embedded applications or other programs, including all source code, object code, specifications, databases, designs and documentation related thereto, (x) all Internet addresses, electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing, (xi) all rights of privacy and publicity, (xii) any other similar intellectual property and proprietary rights of any kind, nature or description and (xiii) any copies of tangible embodiments therefrom (in whatever form or medium).

“Intercreditor Agreement”: As defined in Section 17.1(a).

“Investment Fund”: A bona fide private equity fund or bona fide investment vehicle arranged by and managed by or controlled by, or under common control with, a private equity fund (excluding any private equity fund investment vehicle the primary assets of which are Tenant and its Subsidiaries and/or this Lease and assets related thereto) that is engaged in making, purchasing, funding or otherwise investing in a diversified portfolio of businesses and companies and is organized primarily for the purpose of making equity investments in companies.

“IP Licenses”: Collectively, any agreements or arrangements pursuant to which Tenant or any of its Subsidiaries is granted a license to use any System-Wide IP other than readily available off-the-shelf software.

“Item Subject to Deemed Consent”: As defined in Section 35.2.

“Land”: As defined in Section 1.1(a).

“Landlord”: As defined in the preamble.

“Landlord Approved Capital Improvements”: As defined in Section 10.1(b).

“Landlord Change of Control”: If any Person other than one or both of Landlord’s Original Sponsors shall Control or hold any direct or indirect beneficial ownership of fifty percent (50%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Landlord entitled to vote in an election of directors of Landlord; provided, however, any change in the direct or indirect ownership in any Landlord’s Parent or any publicly reporting Person in one or more transactions shall not constitute a Landlord Change of Control.

“Landlord Indemnified Party”: As defined in Section 21.1.

“Landlord Party”: As defined in the definition of Licensing Event.

“Landlord Representatives”: As defined in Section 23.4.

“Landlord Tax Returns”: As defined in Section 4.1(b).

“Landlord’s Original Majority Sponsor”: ▇▇▇▇▇ Operating Partnership L.P. and its successors and assigns from time to time.

24

“Landlord’s Original Minority Sponsor”: individually or collectively, Stonepeak Infrastructure Partners and Cherng Family Trust, and their successors and assigns from time to time.

“Landlord’s Original Sponsors”: Landlord’s Original Majority Sponsor and Landlord’s Original Minority Sponsor.

“Landlord’s Parents”: Landlord’s Original Sponsors and their respective successors and assigns from time to time.

“Landlord’s Parent REITs”: Blackstone Real Estate Income Trust Inc. and any other Subsidiary of a Landlord’s Parent that is a “real estate investment trust” (within the meaning of Section 856(a) of the Code) through which a Landlord’s Parent holds an interest in Landlord.

“Landlord Work”: As defined in Section 10.6.

“Lease”: As defined in the preamble.

“Lease Year”: The first Lease Year shall be the period commencing on the Effective Date and ending on the last day of the twelfth (12th) full calendar month following the Effective Date, and each subsequent Lease Year shall be each period of twelve (12) full calendar months thereafter.

“Leased Improvements”: As defined in Section 1.1(b).

“Leased Property”: As defined in Section 1.1.

“Leasehold Estate”: As defined in Section 17.1(a).

“Legal Requirements”: All applicable federal, state, county, municipal and other governmental statutes, laws, rules, policies, guidance, codes, orders, regulations, ordinances, permits, licenses, covenants, conditions, restrictions, judgments, decrees and injunctions (including common law, Gaming Regulations and Environmental Laws) affecting any parties to this Lease (or the Guaranty), the Leased Property, Tenant’s Property or Capital Improvements or the construction, use or alteration thereof, whether now or hereafter enacted and in force, including any which may (i) require repairs, modifications or alterations in or to the Leased Property and Tenant’s Property, (ii) in any way adversely affect the use and enjoyment thereof, or (iii) regulate the transport, handling, use, storage or disposal or require the cleanup or other treatment of any Hazardous Substance.

“Lessor Lien”: Any lien, encumbrance, attachment, title retention agreement or claim (other than any of the foregoing that arise as a result of a Facility Mortgage (or other security interest filing in relationship to a Facility Mortgage), or result from the transactions contemplated by this Lease, or that consist of liens and encumbrances of record or based on facts or occurrences affecting or relating to the Facility as of the Effective Date or liens or encumbrances which are consented to by Tenant in writing, which consent shall not be unreasonably withheld, conditioned or delayed as provided in Section 7.2(c)) encumbering the Leased Property and that arises after the Effective Date solely as a result of (a) any act or omission of Landlord or any of its Affiliates

25

which is in violation of any of the terms of this Lease after notice from Tenant and failure to cure within all applicable cure periods, (b) any third-party claim against Landlord or its Affiliates that is unrelated to the use, ownership, operation or maintenance of the Leased Property and (i) for which Tenant is not required to indemnify Landlord pursuant to this Lease, and (ii) that is unrelated to the acts or omissions of Tenant, Tenant’s Subsidiaries or any of their respective Affiliates, or (c) any third-party claim against Landlord arising out of any transfer, sale, assignment, encumbrance or disposition by Landlord of all or any portion of the interest of Landlord in the Leased Property or any portion thereof (or any Landlord Change of Control) in violation of this Lease.

“Letter of Credit”: An irrevocable, unconditional, clean sight draft letter of credit reasonably acceptable to Landlord and Fee Mortgagee (as applicable) in favor of Landlord or, at Landlord’s direction, Fee Mortgagee and entitling Landlord or Fee Mortgagee (as applicable) to draw thereon based solely on a statement executed by an officer of Landlord or Fee Mortgagee (as applicable) stating that it has the right to draw thereon under this Lease in a location in the United States reasonably acceptable to Landlord or Fee Mortgagee (as applicable), issued by one or more domestic Eligible Institutions or the U.S. agency or branch of a foreign Eligible Institution, and upon which letter of credit Landlord or Fee Mortgagee (as applicable) shall have the right to draw in full: (a) if Landlord or Fee Mortgagee (as applicable) has not received at least thirty (30) days prior to the date on which the then outstanding letter of credit is scheduled to expire, a notice from the issuing financial institution that it has renewed the applicable letter of credit; (b) thirty (30) days or less prior to the date of termination following receipt of notice from the issuing financial institution that the applicable letter of credit will be terminated; and/or (c) thirty (30) days after Landlord or Fee Mortgagee (as applicable) has given a proper notice to Tenant that any of the financial institutions issuing the applicable letter of credit ceases to either be an Eligible Institution or meet the rating requirement set forth above.

“Licensing Event”: A communication (whether oral or in writing) by or from any Gaming Authority to Tenant or any of its Affiliates (each, a “Tenant Party”) or to a Landlord Party or other action by any Gaming Authority that indicates that (i) such Gaming Authority has found that the association of a Tenant Party with Landlord is likely to (A) result in a disciplinary action relating to, or the loss of, inability to reinstate or failure to obtain, any Gaming License or any other rights or entitlements held or required to be held by Landlord or any of its Affiliates (each, a “Landlord Party”) under any Gaming Regulations or (B) violate any Gaming Regulations to which a Landlord Party is subject; or (ii) a Tenant Party is required to be licensed, registered, qualified or found suitable under any Gaming Regulations, and such Tenant Party does not remain so licensed, registered, qualified or found suitable or, after becoming so licensed, registered, qualified or found suitable, fails to remain so, and, solely for purposes of determining whether an Event of Default has occurred under Section 16.1(a)(xii), the same causes cessation of Gaming activity at the Facility and would reasonably be expected to have a material adverse effect on the Facility.

“Lien”: As defined in Section 11.1(a).

“Liquor Authority”: As defined in Section 41.13(a).

“Liquor Laws”: As defined in Section 41.13(a).

26

“Listing Covenant”: As defined in Section 23.3.

“Market Capitalization”: With respect to a Person, the number of shares outstanding as reflected on the balance sheet included in such Person’s Financial Statements for the applicable fiscal quarter multiplied by the closing price of such Person’s shares on the applicable stock exchange on the last trading day of the applicable fiscal quarter.

“Material Indebtedness”: Any Indebtedness of the type referenced in clauses (a), (b), or (e) of the definition of Indebtedness of Tenant, the outstanding principal amount of which is in excess of One Hundred Million Dollars ($100,000,000).

“Net Income”: With respect to any fiscal period and with respect to any Person, the net income (or net loss) of that Person, determined in accordance with GAAP, consistently applied using the Existing Accounting Guidelines.

“Net Revenue”: With respect to any fiscal period, the net revenue derived from the Facility by Tenant or its Affiliates (without duplication) for that period, determined in accordance with GAAP, consistently applied using the Existing Accounting Guidelines; provided that “Net Revenue” shall exclude RSB Net Revenue.

“Net Worth”: (i) An entity’s equity as its total assets (including any available uncalled or unfunded capital commitments of investors) minus its total actual liabilities including the capitalization of any operating lease rent obligations at ten times (10x) the rent amount but excluding any operating lease liability recorded in total actual liabilities, in each case calculated in accordance with GAAP, and (ii) as it relates to an entity publicly traded and listed on the New York Stock Exchange, AMEX or NASDAQ, its Market Capitalization.

“New Lease”: As defined in Section 17.1(f).

“Non-Discriminatory”: Consistent, commercially reasonable treatment of all Persons regardless of the ownership, control or affiliations of any such Persons (i) subject to the same or substantially similar policies and procedures, including policies and procedures related to the standards of service and quality required to be provided by such Persons or (ii) participating jointly in the same transactions or relationships or participating in separate, but substantially similar, transactions or relationships for the procurement of goods or services (and whether such goods are purchased or leased), in each case, including, without limitation, the unbiased and consistent allocation of costs, expenses, savings and benefits of any such policies, procedures, relationships or transactions on the basis of a reasonable methodology; provided, however, that goods and services shall not be required to be provided in a manner that exceeds the standard of service required to be provided at the Leased Property under the terms of this Agreement to be deemed “Non-Discriminatory” nor shall the standard of service and quality provided at the facilities owned or operated by each such Person be required to be similar so long as, in each case, both (x) a commercially reasonable business justification (without giving effect to Lease economics) that is not discriminatory to Landlord or the Leased Property exists for the manner in which such goods and services are provided, as reasonably determined by Tenant in good faith, and (y) the manner in which such goods and services are provided is not intended or designed to frustrate, vitiate or reduce the rights of Landlord under this Lease, as reasonably determined by Tenant in good faith.

27

“Notice”: A notice given in accordance with Section 35.1.

“Notice of Termination”: As defined in Section 17.1(f).

“NRS”: As defined in Section 41.14.

“OFAC”: As defined in Section 39.1(a).

“Officer’s Certificate”: A certificate of Tenant or Landlord, as the case may be, signed by an authorized officer of such party.

“Official Records”: The Office of the County Recorder of ▇▇▇▇▇ County, Nevada.

“OpCo Purchase Agreement”: As defined in the Recitals.

“OpCo Purchaser”: As defined in the Recitals.

“OpCo Seller”: As defined in the Recitals.

“Operating Expenses”: With respect to any fiscal period, the operating expenses of the Facility (without duplication) for that period, determined in accordance with GAAP, consistently applied using the Existing Accounting Guidelines.

“Operating Standard”: Operation of the Leased Property for the Primary Intended Use in a first class manner and at least substantially consistent with the standard of operations of the Facility on the Effective Date and which shall be performed in a Non-Discriminatory manner with other assets owned, leased, managed or operated by Tenant’s Parent or its Subsidiaries, including without limitation, with respect to the usage and allocation of proprietary information and systems related to the operating of Gaming, hotel and related businesses, Tenant Rewards Program, centralized services, purchasing programs, insurance programs, Intellectual Property, Guest Data, complimentaries, room rates and cross-marketing and cross-promotional activities with other properties owned, leased or operated by Tenant’s Parent and its Subsidiaries.

“Overdue Rate”: On any date, a rate equal to five (5) percentage points above the Prime Rate, but in no event greater than the maximum rate then permitted under Legal Requirements.

“Ownership Term”: The period of time equal to what would have been the duration of the Initial Term plus all Renewal Terms, but for the earlier termination of the Lease due to an Event of Default.

“Pandemic”: Any public health crisis of any form as determined by public health officials, including without limitation, a mass influenza outbreak or any other illness or health issue, or any pandemic, epidemic, or widespread contagion or threat to human health, including but not limited to COVID-19, and any event or situation that a governmental authority has labelled a pandemic or similar term or as to which any governmental or quasi-governmental authority has issued a mandate, directive or recommendation to close, or limit or restrict any of the operations or occupancy at, the Facility.

28

“Parent Company”: With respect to any Person in question, any other Person (other than an Investment Fund) (x) as to which such Person in question is a Subsidiary; and (y) which other Person is not a Subsidiary of any other Person (other than (1) an Investment Fund, which shall be deemed not to have any Parent Company, and (2) in the case of a Foreclosure Transferee that is an Investment Fund, no parent of such Investment Fund shall be required to provide a Guaranty pursuant to the last sentence of Section 22.2, if applicable, so long as a Qualified Transferee Controlling such Foreclosure Transferee has provided a Guaranty).

“Patriot Act Offense”: Any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism, (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the U.S.A. Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense.

“Payment Date”: Any due date for the payment of the installments of Rent or any other sums payable under this Lease.

“PCAOB”: The Public Company Accounting Oversight Board.

“Permitted Affiliate Agreement”: Any Affiliate Agreement which (i) is for a bona fide purpose consistent with the Operating Standard and not used by Tenant to evade or avoid the Financial Covenant or the Listing Covenant or to distort the economic performance of the Facility in any material respect, (ii) does not subject Landlord to any obligations or liabilities with respect thereto, (iii) will not bind Landlord upon expiration or earlier termination of this Lease, (iv) is not otherwise designed to frustrate Landlord’s ability to enter into a new lease or management agreement at the expiration of this Lease and (v) will not result in a violation of Legal Requirements.

“Permitted Capital Improvements”: As defined in Section 10.1(a).

“Permitted Credit Facility Lender”: The lender or agent or trustee or similar representative on behalf of one or more lenders or noteholders or other investors under a Debt Agreement secured in part by a Permitted Credit Facility Pledge, in each case as and to the extent such Person has the power to act on behalf of all lenders under such Debt Agreement pursuant to the terms thereof; provided, such lender, agent or trustee or similar representative (but not necessarily the lenders, noteholders or other investors which it represents) is a banking institution or other eligible indenture trustee under the Trust Indenture Act of 1940, as amended, in each case, in the business of generally acting as a lender, agent or trustee or similar representative (in each case, on behalf of a group of lenders) under debt agreements or instruments similar to the Debt Agreement.

29

“Permitted Credit Facility Pledge”: A pledge or similar agreement creating a security interest in the direct or indirect interests in Tenant or its Subsidiaries, granted to or for the benefit of a Permitted Credit Facility Lender as collateral for the obligations under a Debt Agreement; provided, however, such Debt Agreement must be a bona fide corporate credit facility of Tenant’s Parent which is recourse to Tenant’s Parent.

“Permitted FF&E Expenditures”: As defined in Section 9.1(f).

“Permitted Leasehold Mortgage”: A document creating or evidencing an encumbrance on Tenant’s leasehold interest in the Leased Property, granted to or for the benefit of a Permitted Leasehold Mortgagee as security for the obligations under a Debt Agreement; provided, however, so long as, at the time of entering into such Permitted Leasehold Mortgage, (i) such Debt Agreement is, or will be pursuant to the terms thereof, secured by assets of Tenant’s Parent and any subsidiaries thereof acting as borrowers and guarantors of such Debt Agreement and (ii) the fair market value (as reasonably determined by Tenant’s Parent in good faith and after giving effect to the terms of this Lease) of Tenant’s interest in the Leased Property does not exceed one-third of the fair market value (as reasonably determined by Tenant’s Parent in good faith) of all of the assets of Tenant’s Parent, the borrowers and guarantors, taken as a whole, providing collateral for such Debt Agreement at the time such Debt Agreement is executed.

“Permitted Leasehold Mortgage Excluded Collateral”: As defined in Section 17.1(n).

“Permitted Leasehold Mortgagee”: The lender or agent or trustee or similar representative on behalf of one or more lenders or noteholders or other investors under a Permitted Leasehold Mortgage, in each case as and to the extent such Person has the power to act on behalf of all lenders under such Permitted Leasehold Mortgage pursuant to the terms thereof; provided, such lender, agent or trustee or similar representative (but not necessarily the lenders, noteholders or other investors which it represents) is a banking institution or other eligible indenture trustee under the Trust Indenture Act of 1940, as amended, in each case, in the business of generally acting as a lender, agent or trustee or similar representative (in each case, on behalf of a group of lenders) under debt agreements or instruments similar to the Debt Agreement.

“Permitted Leasehold Mortgagee Designee”: An entity designated by a Permitted Leasehold Mortgagee and acting for the benefit of the Permitted Leasehold Mortgagee, or the lenders, noteholders or investors represented by the Permitted Leasehold Mortgagee.

“Permitted Leasehold Mortgagee Foreclosing Party”: A Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee that forecloses on this Lease and assumes this Lease or a Subsidiary of a Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee that assumes this Lease in connection with a foreclosure on this Lease by a Permitted Leasehold Mortgagee.

“Permitted Management Agreement”: The RSB Services Agreement, any Existing Management Agreement, or any new management agreement or amendment or modification of the RSB Services Agreement or any Existing Management Agreement which is entered into after the Effective Date and which (i) is for a bona fide purpose consistent with the Operating Standard,

30

(ii) in the event of any new management agreement or an amendment or renewal thereof or the RSB Services Agreement which could extend the term of an Existing Management Agreement or of the RSB Services Agreement (including any grants of additional renewal or extension options), is expressly subject and subordinate to this Lease (with Landlord having no obligations or liabilities with respect thereto and such manager or other parties thereto having no rights after expiration or termination of this Lease, except to the extent provided by any subordination, non-disturbance and attornment agreement delivered by Landlord in accordance with this Lease), (iii) is not otherwise designed to frustrate Landlord’s ability to enter into a new lease or management agreement at the expiration or earlier termination of this Lease, (iv) does not grant any right to purchase, right of first offer or right of first refusal with respect to the purchase of any portion of the Leased Property, (v) does not result in a violation of any Legal Requirements and (vi) with respect only to the RSB Services Agreement, any amendment or modification thereto which is entered into after the Effective Date, (a) does not result in a material adverse effect on the financial performance of the Leased Property (including, without limitation, Net Revenue and EBITDA) as compared to the effect on the financial performance of the Leased Property caused by the RSB Services Agreement in effect immediately prior to giving effect to such amendment or modification and (b) does not expand the RSB Space by an amount such that, after giving effect to such expansion, the square footage of the RSB Space is greater than one hundred fifty percent (150%) of the square footage of the race and sports book space existing as of the effective date of the OpCo Purchase Agreement, or, to the extent that such expansion exceeds the foregoing square footage amount, the Tenant is charging fair market rent for any such excess RSB Space pursuant to the RSB Services Agreement or any other Permitted Management Agreement or Permitted Sublease.

“Permitted Sublease”: Any (x) Existing Sublease or (y) any new sublease or amendment or renewal of an Existing Sublease which is entered into after the Effective Date and which, (i) if the sublessee is not an Affiliate of Tenant, is on commercially reasonable, arms’ length terms and with respect to Primary Space only, with market rent as determined by Tenant in good faith, (ii) is for a bona fide purpose consistent with the Operating Standard, (iii) in the event of any new sublease or an amendment or renewal which could extend the term of an Existing Sublease (including any grants of additional renewal or extension options), is expressly subject and subordinate to this Lease (with Landlord having no obligations or liabilities with respect thereto and such subtenant having no rights after expiration or termination of this Lease, except to the extent provided by any subordination, non-disturbance and attornment agreement delivered by Landlord in accordance with this Lease), (iv) is not otherwise designed to frustrate Landlord’s ability to enter into a new lease or management agreement at the expiration of this Lease, (v) does not grant any right to purchase, right of first offer or right of first refusal with respect to the purchase of any portion of the Leased Property, and (vi) does not result in a violation of any Legal Requirements.

“Person” or “person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity.

“PLL”: As defined in Section 13.1(j).

31

“Preliminary Financial Covenant Compliance Report”: As defined in Section 23.1(b)(iii).

“Primary Intended Use”: Hospitality, entertainment, entertainment venues, Gaming and/or pari-mutuel use generally consistent with prevailing hospitality, entertainment or Gaming industry use at any time, together with all ancillary or complementary uses consistent with such use and operations (including hotels, resorts, convention centers, retail facilities, restaurants, spas, clubs, bars, etc.), together with any other uses in effect on the Effective Date and together with any other uses otherwise generally consistent with the Operating Standard.

“Primary Space”: Those portions of the Facility that are used primarily for hotel, casino or convention purposes as of the Effective Date (as may be reasonably adjusted from time to time in accordance with the Primary Intended Use).

“Prime Rate”: On any date, a rate equal to the annual rate on such date publicly announced by JPMorgan Chase Bank, N.A. (provided, that if JPMorgan Chase Bank, N.A. ceases to publish such rate, the Prime Rate shall be determined according to the Prime Rate of another nationally known money center bank reasonably selected by Landlord), to be its prime rate for ninety (90)-day unsecured loans to its corporate borrowers of the highest credit standing, but in no event greater than the maximum rate then permitted under applicable law.

“Prior Operating Lease”: That certain Lease and Operating Agreement, dated as of December 19, 2014, by and between PropCo Seller, as lessor, and Tenant, as lessee, as amended through the Effective Date.

“Proceeding”: As defined in Section 23.1(b)(ix).

“PropCo Purchase Agreement”: As defined in the Recitals.

“PropCo Purchaser”: As defined in the Recitals.

“PropCo Seller”: As defined in the Recitals.

“Prohibited Persons”: As defined in Section 39.1(a).

“Property”: Any right, title or interest in or to property or assets of any kind whatsoever, whether real, Personal (as defined in the UCC) or mixed and whether tangible or intangible and including all contract rights, income or revenue rights, real property interests, trademarks, trade names, equipment and proceeds of the foregoing and, with respect to any Person, equity interests or other ownership interests of any other Person owned by the first Person.

“Property Charges”: As defined in Section 4.3.

“Property Documents”: (1) Declarations, reciprocal easement and/or operating agreements, easements, covenants, exceptions, conditions and restrictions in each case affecting the Leased Property or any portion thereof (i) that are listed on Exhibit O or (ii) made after the Effective Date in accordance with the terms of this Lease, but excluding, in any event, all Fee Mortgage Documents, (2) the Condo Documents and (3) the Schedule 15 Property Documents.

32

“Property Rights”: As defined in Section 8.4.

“Property Specific Guest Data”: Any and all Guest Data, to the extent owned by or under the possession or control of Tenant, Tenant’s Parent or their respective Affiliates, identifying, describing, concerning or generated by website visitors or prospective, actual or past guests and/or customers, in each case, of the Facility and which is used with respect to the Facility, including retail locations, restaurants, bars, casino and Gaming Facilities, spas and entertainment venues therein, but excluding, in all cases, (i) Guest Data that has been integrated into analytics, reports, or other similar forms, including in connection with the Tenant Rewards Program (it being understood that this exception shall not apply to such Guest Data itself, i.e., in its original form prior to integration into such analytics, reports, or other similar forms in connection with the Tenant Rewards Program), (ii) Guest Data that concerns facilities other than the Facility and (iii) Guest Data that concerns proprietary information and systems related to the operation of Gaming, hotel and related businesses and is not related to the Facility.

“Property Specific IP”: All Intellectual Property (other than Data) that is both (i) exclusively related to the Facility and (ii) currently or hereafter owned by Tenant, Tenant’s Parent or any of their respective Affiliates, including the Intellectual Property set forth on Schedule 3, attached hereto, but excluding the Property Specific Trademarks.

“Property Specific Trademarks”: Collectively, (i) “The Cosmopolitan of Las Vegas” (or any Trademark that replaces “The Cosmopolitan of Las Vegas” as the primary brand name used to identify the Facility) brands and Trademarks containing “The Cosmopolitan of Las Vegas” or the stylized “C” and all variations and derivations thereof, in any format, font, style or design, whether alone or in combination with any other terms, phrases, symbols, logos, styles or designs, including all registrations and applications therefor, and Intellectual Property set forth on Schedule 3 and (ii) associated copyrights.

“Purchase Agreement”: As defined in the Recitals.

“Qualified Operator”: A Person that (A) has revenues derived from hotels or facilities for gaming (or both), in accordance with GAAP, of not less than One Billion and No/100 Dollars ($1,000,000,000.00) per year for each of the preceding three (3) years as of the date of determination and (B) leases, operates or manages resorts with at least 2,500 rooms and casino operations of at least 100,000 square feet of gaming area, 1,300 slots and 100 gaming tables. At the time of appointment, such Person (a) shall not be subject to a bankruptcy, insolvency or similar proceeding, (b) shall have never been convicted of, or pled guilty or no contest to, a Patriot Act Offense and shall not be on any Government List, (c) shall not be, and shall not be controlled by, a Prohibited Person or a person that has been found “unsuitable,” for any reason, by any applicable Gaming Authority, (d) shall have not been the subject of a material governmental or regulatory investigation which resulted in a conviction for criminal activity involving moral turpitude, (e) shall have not been found liable pursuant to a non-appealable judgment in a civil proceeding for attempting to hinder, delay or defraud creditors, and (f) shall have all required licenses and approvals required under applicable law (including Gaming Regulations), including all required Gaming Licenses for itself, its officers, directors, and Affiliates (including officers and directors of its Affiliates) to manage the Facility.

33

“Qualified Transferee”: A Person that satisfies each of the following requirements: (a) a Net Worth (exclusive of the Leased Property) of no less than Five Billion Dollars ($5,000,000,000.00) of which at least Two Billion Dollars ($2,000,000,000.00) relates to assets located in the United States (exclusive of the Leased Property), (b) such transferee and all of its applicable officers, directors and Affiliates (including the officers and directors of its Affiliates), to the extent required under applicable Gaming Regulations or other Legal Requirements, are licensed by the Gaming Authority or otherwise found suitable to lease the Leased Property in accordance herewith, (c) such transferee has not been the subject of a material governmental or regulatory investigation which resulted in a conviction for criminal activity involving moral turpitude and has not been found liable pursuant to a non-appealable judgment in a civil proceeding for attempting to hinder, delay or defraud creditors, (d) such transferee has never been convicted of, or pled guilty or no contest to, a Patriot Act Offense and is not on any Government List; (e) such transferee has not been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding during the prior five (5) years from the applicable date of determination; (f) such transferee is not, and is not Controlled by a Prohibited Person or a person that has been found “unsuitable” for any reason or has had any application for a Gaming License withdrawn “with prejudice” by any applicable Gaming Authority; (g) such transferee complies with any Fee Mortgagee’s customary “know your customer” requirements applicable to such transferee and its equity holders; and (h) such transferee is not 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 Landlord’s or its Affiliates’ Gaming Licenses or Landlord’s or its Affiliates’ then-current standing with any Gaming Authority.

“Qualifying CapEx”: Expenditures relating to the installation or restoration of Capital Improvements or FF&E with respect to the Leased Property, which shall (x) exclude any costs incurred that (A) are related to ordinary course maintenance and repairs and not capitalized in accordance with GAAP, (B) are included in Operating Expenses, determined in accordance with GAAP, consistently applied using the Existing Accounting Guidelines, (C) relate to Permitted Leasehold Mortgages, purchase money financing, equipment financing, equipment lease, or financing secured by liens on Capital Improvements or FF&E (but excluding any Permitted Credit Facility Pledge), or (D) would constitute capitalized interest, and (y) be limited to costs which are with third parties dealing at arms’ length or with Affiliates dealing on arms’ length terms (with any costs paid to Affiliates not exceeding market rates) and capitalized in accordance with GAAP, consistently applied using the Existing Accounting Guidelines.

“Quarterly Operating Report”: As defined in Section 23.1(b)(v).

“Radius”: As defined in Section 13.6.

“Recharacterization”: As defined in Section 11.1(c).

“Recharacterized Deed of Trust”: As defined in Section 11.1(c).

“Recharacterized Deed of Trust Trustee”: As defined in Section 11.1(c).

34

“Related Persons”: With respect to a party, such party’s Affiliates and Subsidiaries and the directors, officers, employees, agents, partners, managers, members, advisors and controlling persons of such party and its Affiliates and Subsidiaries.

“Renewal Notice”: As defined in Section 1.4(a).

“Renewal Term”: As defined in Section 1.4(a).

“Rent”: The Base Rent.

“Representative”: With respect to the lenders or holders under a Debt Agreement, a Person designated as agent or trustee or a Person acting in a similar capacity or as representative for such lenders or holders.

“Required CapEx”: An aggregate amount of Qualifying CapEx spent during the applicable CapEx Testing Period equal to the product of (x) the Specified CapEx Percentage (based on the applicable Specified CapEx Percentage for each Lease Year during such CapEx Testing Period) and (y) the actual Net Revenue during such CapEx Testing Period.

“Required CapEx Funding Deadline”: As defined in Section 9.1(e)(i).

“Reserve Control Trigger Period”: (A) Any Covenant Failure Period, or (B) any period during which an Event of Default exists (provided that, with respect to Section 16.1(a)(v) and Section 16.1(a)(vi), for purposes of this definition only, the cure periods provided in Section 16.1(a)(v) and Section 16.1(a)(vi), respectively, shall not be taken into account).

“Reserve Disbursement Requirements”: The requirements for disbursements of CapEx Reserve Funds and FF&E Reserve Funds identified on Schedule 9.

“Responsible Officer”: Tenant’s or Tenant’s Parent’s, as applicable, chief executive officer, chief operating officer, treasurer, assistant treasurer, secretary, assistant secretary, executive vice presidents and senior vice presidents and, regardless of designation, the chief financial officer of Tenant’s Parent, provided, that Tenant’s Parent may designate one or more other officers as Responsible Officers.

“Restricted Information”: As defined in Section 23.1(c).

“Restricted Reserve Accounts”: As defined in Section 9.1(g).

“Restoration Deficiency”: As defined in Section 14.2(c).

“RSB Net Revenue”: The “Net Revenue” (as defined in the RSB Services Agreement) that is contractually earned (or borne) by BetMGM under the RSB Services Agreement.

“RSB Purposes”: A race book and/or sports pool and similar sports wagering activities at the portions of the Facility dedicated to race book and/or sports pool.

35

“RSB Services Agreement”: That certain Race Book and Sports Pool Services Agreement, dated as of July 15, 2019, by and among MGM Resorts Interactive, LLC and BetMGM, and various other parties to the agreement, as amended by that certain First Amendment to Race Book and Sports Pool Service Agreement, dated as of June 9, 2021, as amended or supplemented by a joinder and acknowledgment thereto, entered into on or after the Effective Date, confirming that the Facility will be an “Added Facility” thereunder, which joinder and acknowledgment shall be in form and substance that is not materially less favorable to the Leased Property than the form joinder and acknowledgement attached to the RSB Services Agreement as of the Effective Date, and as the same may be further modified, amended, restated, bifurcated or otherwise supplemented from time to time in accordance with the terms of this Lease (including as provided in the definition of “Permitted Management Agreements”, provided that the Facility is treated on a Non-Discriminatory basis consistent with Tenant’s and Tenant’s Affiliates other Gaming Facilities subject to the RSB Services Agreement).

“RSB Space”: That portion of the Facility used primarily for the RSB Purposes, as such area may be modified from time to time in accordance with the terms of this Lease.

“Sanctions Authority” As defined in Section 39.1(a).

“Schedule 8 Capital Improvements”: As defined in Section 10.1(a).

“Schedule 15 Property Documents”: Collectively, each of the documents, agreements, and other instruments set forth on Schedule 15 attached hereto and made a part hereof.

“SEC”: The United States Securities and Exchange Commission.

“SEC Filing Deadline”: As defined in Section 23.1(b)(i).

“SEC Reports”: All quarterly and annual reports required under the Exchange Act and related rules and regulations to be filed with the SEC on Forms 10-Q and 10-K.

“Section 4.3 Certification”: As defined in Section 4.3.

“Section 4.3 Waiver”: As defined in Section 4.3.

“Securities Act”: The Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Solvent”: With respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person, on a going-concern basis, is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair salable value of the assets of such Person, on a going-concern basis, is not less than the amount that will be required to pay the probable liability of such Person on its debts (including contingent liabilities) as they become absolute and matured, (c) such Person has not incurred, and does not intend to, and does not believe that it will, incur, debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (e) such Person is “solvent” within the meaning given that term

36

and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Accounting Standards Codification No. 450).

“Specified CapEx Percentage”: With respect to each calendar year (a) during the period from January 1, 2022 through December 31, 2026, 2.0%, (b) during the period from January 1, 2027 through December 31, 2031, 2.5%, (c) during the period from January 1, 2032 through December 31, 2041, 3.0% and (d) thereafter, 3.5%.

“Specified Communications”: The items set forth on Schedule 13 attached hereto to the extent required to be delivered to Landlord in accordance with the indicated provisions of this Lease.

“Specified Debt Agreement Default”: Any event or occurrence under a Debt Agreement that enables or permits the lenders or holders (or Representatives of such lenders or holders) to accelerate the maturity of the Indebtedness outstanding under a Debt Agreement.

“Specified Tenant Securitization Matters”: Those portions of the Disclosure Documents for a Fee Mortgage which specifically describe (i) Tenant, (ii) Tenant’s Parent or (iii) historical financial performance of the Facility from and after the Effective Date (including occupancy, ADR, RevPAR, revenues by department, departmental expenses, operating expenses and fixed expenses), (iv) the gaming overview of the Facility (including slot units, table units and historical hold percentage) and (v) historical capital expenditures at the Facility from and after the Effective Date.

“State”: Nevada.

“Subsidiary”: As to any Person, (i) any corporation at least fifty percent (50%) of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time of determination owned by such Person and/or one or more Subsidiaries of such Person, and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has at least a fifty percent (50%) equity interest at the time of determination. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Lease shall refer to a Subsidiary or Subsidiaries of Tenant, except to the extent expressly stated to be with respect to a Subsidiary or Subsidiaries of Landlord.

“System-Wide IP”: All of the Intellectual Property (in each case, excluding Property Specific IP, Property Specific Guest Data and Property Specific Trademarks) that (i) Tenant’s Parent or any of its Affiliates (other than Tenant or its Subsidiaries) currently license or otherwise provide to Tenant or its Subsidiaries pursuant to a written agreement or otherwise in order to provide services to the Facility or (ii) is otherwise licensed to, but not owned by, Tenant or its Subsidiaries for their respective properties, including any and all such Intellectual Property comprising and/or related to the Tenant Rewards Program.

37

“Temporary Taking”: As defined in Section 15.3.

“Tenant”: As defined in the preamble.

“Tenant Capital Improvement”: A Capital Improvement constructed by or at the direction of Tenant at the Facility after the Effective Date.

“Tenant Change of Control”: (i) Any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Tenant’s Parent and its Affiliates, shall have acquired direct or indirect beneficial ownership or control of thirty-five percent (35%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Tenant entitled to vote in an election of directors of Tenant or Tenant’s Parent, (ii) the direct or indirect sale by Tenant or Tenant’s Parent of all or substantially all of Tenant’s assets, whether held directly or through Subsidiaries, relating to the Facility in one transaction or in a series of related transactions (excluding sales to Tenant or its Subsidiaries) to a Person that is not wholly owned and controlled (directly or indirectly) by Tenant’s Parent, or (iii) Tenant ceasing to be a wholly-owned and Controlled Subsidiary (directly or indirectly) of Tenant’s Parent. Notwithstanding the foregoing, no acquisition of shares of or transfer of any interest in a publicly traded Person listed on the New York Stock Exchange, AMEX or NASDAQ (including, without limitation, Tenant’s Parent) in one or more transactions shall result in a Tenant Change of Control, provided that after giving effect to such Tenant Change of Control, Tenant would be able to make the representations and warranties and comply with the covenants in Section 39.1 without qualification.

“Tenant Competitor”: A Person or Affiliate of any Person (other than an Affiliate of Tenant) which (i) is among the top 10 global gaming companies by annual revenues or (ii) operates, leases or manages resorts with at least 1,000 rooms in the Gaming Corridor; provided, that notwithstanding anything to the contrary contained herein, “Tenant Competitor” shall not include (w) commercial or corporate banks, pension funds, mutual funds, and any other funds that are managed or controlled by a commercial or corporate banks which funds principally invest in commercial loans or debt securities, (x) any real estate investment trust whose primary business activity is limited to acting as a landlord of properties under long-term triple net leases (which, for the avoidance of doubt may include other Gaming Facilities), (y) any investment vehicle or other similar entity whose primary business activity is limited to acting as a landlord of properties under long-term triple net leases (which, for the avoidance of doubt may include other Gaming Facilities), or (z) owners of real estate used for Gaming purposes but leased to or otherwise operated by third parties.

“Tenant Information”: Information concerning Tenant, Tenant’s Parent or their respective Affiliates, or any of their respective assets or businesses, including, without limitation, the operation of the Leased Property from and after the Effective Date.

“Tenant Party”: As defined in the definition of Licensing Event.

“Tenant Representatives”: As defined in Section 23.4.

38

“Tenant Rewards Program”: The M-Life Rewards Program or any other customer loyalty program of Tenant’s Parent and its Affiliates to the extent used at, or in connection with the marketing, advertising or promotion of, the Leased Property.

“Tenant’s Original Parent”: MGM Resorts International.

“Tenant’s Parent”: (i) Tenant’s Original Parent, (ii) any successor by operation of law (whether through a merger, consolidation or similar transaction) to the obligations of Tenant’s Original Parent under the Guaranty, (iii) any other entity that acquires all or substantially all of the assets of Tenant’s Original Parent and delivers a Guaranty to Landlord (with any such entity being required hereunder to deliver a Guaranty to Landlord), or (iv) in connection with any Foreclosure Assignment or Foreclosure COC, the Qualified Transferee that delivers a Guaranty to Landlord (with any such Qualified Transferee being required to deliver a Guaranty to Landlord).

“Tenant’s Pledged Property”: Tenant’s Property but excluding (a) any cash, securities or investments, (b) all products and proceeds of Tenant’s Pledged Property, (c) all Intellectual Property, and (d) any Gaming Licenses. Notwithstanding the foregoing, in no event shall Tenant’s Pledged Property include (i) any asset or property to the extent the grant of a security interest is prohibited by any Legal Requirements or requires a consent not obtained by any governmental authority pursuant to any Legal Requirements; (ii) any asset or property subject to shared services on a Non-Discriminatory basis consistent with Tenant’s and Tenant’s Affiliates past practice with respect to their other Gaming Facilities and in accordance with the Operating Standard; and (iii) any lease (other than any off-site agreements that are exclusive or primarily related to the Property for parking, office space or warehouse space), license or other agreement or contract (including joint venture agreements) or any property subject to a purchase money security interest or similar arrangement (including equipment financing) entered into in the ordinary course of business consistent with the Operating Standard and does not impair in any material respect Landlord’s rights under Section 36.1.

“Tenant’s Property”: All assets which, in each case are (i) owned by Tenant or its Subsidiaries, (ii) located at the Leased Property and (iii) primarily related to or used in connection with the operation of the business conducted on or about the Leased Property, together with all replacements, modifications, additions, alterations and substitutes therefor, but specifically excluding the Excluded Assets.

“Tenant’s Property FMV”: As defined in Section 36.1.

“Term”: As defined in Section 1.3.

“Termination Notice”: As defined in Section 17.1(d).

“Test Period”: For any date of determination, the period of the four (4) most recently ended consecutive fiscal quarters of such Person for which financial statements are available or are required to have been delivered hereunder, commencing with the first “Test Period” which shall be from April 1, 2022 through March 31, 2023. By way of example, with respect to the Preliminary Financial Covenant Compliance Report and the Final Financial Covenant Compliance Report to be delivered on April 15, 2023 and May 30, 2023, the Test Period shall be April 1, 2022 through March 31, 2023.

39

“Title Violation”: As defined in Section 9.2.

“Trademarks”: As defined in the definition of Intellectual Property.

“Transition Services Agreement”: That certain Transition Services Agreement, dated as of the Effective Date, between Landlord and Tenant.

“UCC”: Uniform Commercial Code as in effect in the State of New York; provided, that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unavoidable Delay”: Delays due to strikes, lock-outs, inability to procure materials, power failure, acts of God, governmental or quasi-governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty, governmental mandates, directives or recommendations, Pandemic, or other causes beyond the reasonable control of the party responsible for performing an obligation hereunder, including any situation in which other similar hotels or casinos in in the Gaming Corridor are generally closed; provided, that lack of funds shall not be deemed a cause beyond the reasonable control of a party.

“Unsuitable for Its Primary Intended Use”: A state or condition of the Facility such that by reason of damage or destruction, or a partial Condemnation, the Facility cannot, following restoration thereof (to the extent commercially practical), be operated on a commercially practicable basis for its Primary Intended Use, taking into account, among other relevant factors, the amount of square footage and the estimated revenue affected by such damage or destruction.

“U.S.A. Patriot Act”: As defined in Section 39.1(c).

“Voluntary Cessation”: As defined in Section 7.2(d).

“Water Assets”: As defined in Section 41.16.

“Water Infrastructure”: As defined in Section 1.1(e).

“Water Permit”: As defined in Section 1.1(e).

ARTICLE III

RENT TERMS

3.1 Rent. During the Term, Tenant will pay to Landlord the Rent and Additional Charges in lawful money of the United States of America and legal tender for the payment of public and private debts, in the manner provided in Section 3.3. The Base Rent during any Lease Year is payable in advance in consecutive equal monthly installments on the first (1^st) Business Day of each calendar month during that Lease Year. Unless otherwise agreed by the parties, Rent and Additional Charges shall be prorated as to any partial months at the beginning and end of the Term. Rent payable during any Lease Year consisting of more or less than twelve (12) calendar months shall be adjusted such that the portion of the Rent for each calendar month in any such Lease Year is equal to the Rent divided by twelve (12).

40

3.2 Late Payment of Rent. Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent or Additional Charges will cause Landlord to incur costs not contemplated hereunder, the exact amount of which is presently anticipated to be extremely difficult to ascertain. Accordingly, if any installment of Rent or Additional Charges (other than Additional Charges payable to a Person other than Landlord) shall not be paid within five (5) days after its due date, Tenant will pay Landlord on demand a late charge equal to the lesser of (a) five percent (5%) of the amount of such installment or (b) the maximum amount permitted by law. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. The parties further agree that such late charge is Rent and not interest and such assessment does not constitute a lender or borrower/creditor relationship between Landlord and Tenant. Thereafter, if any installment of Rent or Additional Charges shall not be paid within ten (10) days after its due date, the amount unpaid, including any late charges previously accrued, shall bear interest at the Overdue Rate from the due date of such installment to the date of payment thereof, and Tenant shall pay such interest to Landlord on demand. The payment of such late charge or such interest shall not constitute waiver of, nor excuse or cure, any default under this Lease, nor prevent Landlord from exercising any other rights and remedies available to Landlord.

3.3 Method of Payment of Rent. Rent and Additional Charges to be paid to Landlord shall be paid by electronic funds transfer debit transactions through wire transfer of immediately available funds and shall be initiated by Tenant for settlement on or before the Payment Date; provided, however, if the Payment Date is not a Business Day, then settlement shall be made on the next succeeding day which is a Business Day. Landlord shall provide Tenant with appropriate wire transfer information in a Notice from Landlord to Tenant. If Landlord directs Tenant to pay any Rent to any party other than Landlord, Tenant shall send to Landlord, simultaneously with such payment, a copy of the transmittal letter or invoice and a check whereby such payment is made or such other evidence of payment as Landlord may reasonably require.

3.4 Net Lease. Landlord and Tenant acknowledge and agree that (i) this Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Lease shall yield to Landlord the full amount or benefit of the installments of Rent and Additional Charges throughout the Term, all as more fully set forth in Article IV and subject to any other provisions of this Lease which expressly provide for adjustment or abatement of Rent or other charges. If Landlord commences any proceedings for non-payment of Rent, Tenant will not interpose any counterclaim or cross complaint or similar pleading of any nature or description in such proceedings unless Tenant would lose or waive such claim by the failure to assert it. This shall not, however, be construed as a waiver of Tenant’s right to assert such claims in a separate action brought by Tenant. The covenants to pay Rent and other amounts hereunder are independent covenants, and Tenant shall have no right to hold back, offset or fail to pay any such amounts for default by Landlord or for any other reason whatsoever.

41

3.5 Fair Market Rent. In the event that it becomes necessary to determine the Fair Market Rent of the Facility for any purpose of this Lease, and the parties cannot agree among themselves on such Fair Market Rent within twenty (20) days after the first request made by one of the parties to do so, then either party may notify the other of a Person selected to act as appraiser (such Person, and each other Person selected as provided herein, an “Appraiser”) on its behalf. Within fifteen (15) days after receipt of any such Notice, the other party shall, by notice to the first party, appoint a second Person as Appraiser on its behalf. The Appraisers thus appointed, each of whom must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto, or, if no such organization exists, a similarly nationally recognized real estate appraisal organization) with at least ten (10) years of experience appraising properties similar to the Facility, shall, within forty-five (45) days after the date of the notice appointing the first Appraiser, proceed to appraise the Facility to determine the Fair Market Rent thereof as of the relevant date; provided, that if one Appraiser shall have been so appointed, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within fifty (50) days after the making of the initial appointment, then the determination of such Appraiser shall be final and binding upon the parties. If two (2) Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed five percent (5%) of the lesser of such amounts, then the Fair Market Rent shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, either party may request the appointment of Experts pursuant to Article XXXIV to determine Fair Market Rent.

ARTICLE IV

IMPOSITIONS

4.1 Impositions.

(a) Subject to Article XII relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions as and when due before any fine, penalty, interest or cost may be added for non-payment. Tenant shall make, or cause to be made, such payments directly to the taxing authorities (or such other party imposing the same), and, on a quarterly basis, as part of the certification required under Section 4.3 shall promptly, where feasible, furnish to Landlord copies of official receipts or other satisfactory proof evidencing such payments. If Tenant is not permitted to, or it is otherwise not feasible for Tenant to, make (or cause to be made) such payments directly to the taxing authorities or other applicable party, then Tenant shall make (or cause to be made) such payments to Landlord at least ten (10) Business Days prior to the due date, and Landlord shall make such payments to the taxing authorities or other applicable party prior to the due date. Tenant’s obligation to pay (or cause to be paid) Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof subject to Article XII. If any Imposition may, at the option of the taxpayer, lawfully be paid in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Tenant may pay (or cause to be paid) the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto.

42

(b) Landlord or Landlord’s Parents shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord with respect to or relating to the Leased Property (the “Landlord Tax Returns”), and Tenant or Tenant’s Parent shall prepare and file all other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements) and Tenant’s Property.

(c) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant shall be paid over to or retained by Tenant (and any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Landlord, if any, shall be paid over to or retained by Landlord (unless Tenant has subsequently reimbursed Landlord therefor)) if no Event of Default has occurred and is continuing. If an Event of Default shall have been declared by Landlord and be continuing, any such refund shall be paid over to or retained by Landlord.

(d) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. If any property covered by this Lease is classified as personal property for tax purposes, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest.

(e) ▇▇▇▇▇▇▇▇ for reimbursement by Tenant to Landlord of personal property or real property taxes and any taxes due under Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a ▇▇▇▇ therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made.

(f) Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Landlord and Tenant, whether or not such Imposition is imposed or assessed before or after such termination, and Tenant’s obligation to pay its prorated share thereof in respect of a tax-fiscal period during the Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of properties similar to the Leased Property customarily consent to in the ordinary course of business); provided, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Impositions imposed or assessed in respect of any tax fiscal period occurring (in whole or in part) prior to the Effective Date shall be Tenant’s obligation to pay or cause to be paid.

43

4.2 Utilities and other Matters. Tenant shall pay or cause to be paid when due and payable all charges for electricity, power, gas, oil, water and other utilities used in the Leased Property (including all Capital Improvements). Tenant shall also pay or caused to be paid when due and payable, or promptly reimburse Landlord for, all costs and expenses of any kind whatsoever with respect to the Facility and with respect to the Term hereof which at any time may be imposed against Landlord by reason of any of the Property Documents, including any and all costs and expenses associated with any utility, drainage and parking easements.

4.3 Compliance Certificate. Landlord shall deliver to Tenant, promptly following Landlord’s receipt thereof, any bills received by Landlord for items required to be paid by Tenant hereunder, including, without limitation, Impositions, utilities and insurance. Tenant shall furnish to Landlord on a quarterly basis (at the time of the quarterly reporting contemplated to be delivered pursuant to Section 23.1(b)(iii)), a certification (together with reasonable evidence of payment) stating that in all material respects all or a specified portion of Impositions, utilities, insurance premiums or, to the extent specified by Landlord, any other amounts payable by Tenant hereunder that have, in each case, come due prior to the date of such certification (collectively, “Property Charges”) have been paid (or that such payments are being contested in good faith by Tenant in accordance with Article XII hereof) (each, a “Section 4.3 Certification”). Notwithstanding the foregoing or anything to the contrary contained in this Lease, Landlord hereby waives any obligation of Tenant to provide evidence of payment of any Property Charges (including any Property Charges otherwise constituting Impositions) other than (a) real property taxes and assessments, (b) water and sewer rents, (c) insurance premiums, and (d) ground lease rents (collectively, the “Essential Property Charges”), and confirms that evidence of payment during the applicable calendar quarter of any Essential Property Charges shall be the only evidence of payment required to be provided with any Section 4.3 Certification furnished to Landlord pursuant to the terms of this Lease (the “Section 4.3 Waiver”). Tenant acknowledges and agrees that the Section 4.3 Waiver may be modified or revoked in Landlord’s reasonable discretion, in whole or in part, by Landlord for any reason on at least three (3) months’ prior written notice to Tenant, provided that, (i) if the Section 4.3 Waiver is so modified or revoked, Landlord will specify in any such written notice to Tenant those additional Property Charges for which evidence of payment should thereafter be provided to Landlord, and (ii) evidence of payment for such additional Property Charges other than Essential Property Charges will initially be required to be provided with the first Section 4.3 Certification that is furnished to Landlord after the expiration of such 3-month notice period.

4.4 Impound Account. At Landlord’s option following the occurrence and during the continuation of an Event of Default (to be exercised by thirty (30) days’ Notice to Tenant), Tenant shall be required to deposit with Landlord (or its Fee Mortgagee), at the time of any payment of Base Rent, an amount equal to one-twelfth of the sum of (i) Tenant’s estimated annual Impositions required pursuant to Section 4.1 hereof (as reasonably determined by Landlord), and (ii) Tenant’s estimated annual maintenance expenses and insurance premium costs pursuant to Article IX and Article XIII hereof (as reasonably determined by Landlord). Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order of priority as Landlord shall reasonably determine on or before the respective dates on which the same or any of them would become delinquent. The reasonable cost of administering such impound account shall be paid by Tenant. Nothing in this Section 4.4 shall be deemed to affect any right or remedy of Landlord hereunder.

44

ARTICLE V

NO ABATEMENT

5.1 No Termination, Abatement, etc.. Except as specifically provided in Article XIV and Article XV, Tenant shall remain bound by this Lease in accordance with its terms and shall not seek or be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent. Except as expressly provided in Article XIV and Article XV, the respective obligations of Landlord and Tenant shall not be affected by reason of (i) any damage to or destruction of the Leased Property or any portion thereof from whatever cause or any Condemnation of the Leased Property or any portion thereof, or any Capital Improvement or any portion thereof; (ii) other than to the extent arising as a result of Landlord’s willful misconduct or gross negligence (which Landlord does not cure after notice from Tenant), the lawful or unlawful prohibition of, or restriction upon, Tenant’s use of the Leased Property, any Capital Improvement or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (iii) any claim that Tenant has or might have against Landlord by reason of any default or breach of any warranty by Landlord hereunder or under any other agreement between Landlord and Tenant or to which Landlord and Tenant are parties; (iv) any bankruptcy, insolvency, reorganization, consolidation, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (v) for any other cause, whether similar or dissimilar to any of the foregoing. Tenant hereby specifically waives all rights arising from any occurrence whatsoever which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, or (b) which may entitle Tenant to any abatement, deduction, reduction, suspension or deferment of or defense, counterclaim, claim or set-off against the Rent or other sums payable by Tenant hereunder except in each case as may be otherwise specifically provided in Article XIV and Article XV. Notwithstanding the foregoing, nothing in this Article V shall preclude Tenant from bringing a separate action against Landlord for any matter described in the foregoing clauses (ii), (iii) or (v) and Tenant is not waiving other rights and remedies not expressly waived herein, subject to Tenant’s indemnification obligations in this Lease and Section 41.3. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease as to all or any portion of the Leased Property other than by reason of an Event of Default. Tenant’s agreement that, except as may be otherwise specifically provided in this Lease, any eviction by paramount title as described in item (ii) above shall not affect Tenant’s obligations under this Lease, shall not in any way discharge or diminish any obligation of any insurer under any policy of title or other insurance and, to the extent the recovery thereof is not necessary to compensate Landlord for any damages incurred by any such eviction, Tenant shall be entitled to a credit for any sums recovered by Landlord under any such policy of title or other insurance up to the maximum amount paid by Tenant to Landlord under this Section 5.1.

45

ARTICLE VI

OWNERSHIP OF LEASED PROPERTY

6.1 Ownership of the Leased Property.

(a) Landlord and Tenant acknowledge and agree that they have executed and delivered this Lease with the understanding that:

(i) the Leased Property (including any Tenant Capital Improvements) is the property of Landlord,

(ii) Tenant has only the right to the possession and use of the Leased Property upon the terms and conditions of this Lease,

(iii) this Lease is intended to be a “true lease” for all applicable legal and federal state and local tax purposes and is not a financing lease, finance lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a “true lease”,

(iv) the business relationship created by this Lease and any related documents is and at all times shall remain that of landlord and tenant,

(v) this Lease has been entered into by each party in reliance upon the mutual covenants, conditions and agreements contained herein, and

(vi) none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, or to make Landlord in any way responsible for the debts, obligations or losses of Tenant. Notwithstanding anything to the contrary herein, Landlord is the fee and record owner of the Leased Property.

(b) Each of the parties hereto covenants and agrees not to:

(i) file any income tax return or other associated documents;

(ii) file any other document with or submit any document to any governmental body or authority;

(iii) enter into any written contractual arrangement with any Person; or

(iv) release any financial statements of Tenant, in each case that takes a position other than that this Lease is a “true lease” for federal, state and local tax purposes with Landlord as owner of the Leased Property and Tenant as the tenant of the Leased Property unless otherwise required by a final “determination” within the meaning of Section 1313 of the Code.

46

The parties agree that the foregoing includes the agreement of the parties that (x) Landlord will be treated as the owner of such Leased Property eligible to claim depreciation deductions under Sections 167 or 168 of the Code with respect to such Leased Property (except as otherwise provided in Section 11.1(b)), (y) Tenant will report its Rent payments as rent expense under Section 162 of the Code, and (z) Landlord will report the Rent payments as rental income under Section 61 of the Code.

(c) Landlord and Tenant acknowledge and agree that the Rent is the fair market rent for the use of the Leased Property and was agreed to by Landlord and Tenant on that basis, and the execution and delivery of, and the performance by Tenant of its obligations under, this Lease does not constitute a transfer of all or any part of the Leased Property but rather the creation of the Leasehold Estate subject to the terms and conditions of this Lease.

(d) Tenant waives any claim or defense based upon the characterization of this Lease as anything other than a “true lease” for all applicable legal and federal, state and local tax purposes and as a lease of all of the Leased Property. Tenant stipulates and agrees (1) not to challenge the validity, enforceability or characterization of the lease of the Leased Property as a “true lease” and/or a single, unseverable instrument pertaining to the lease of all, but not less than all, of the Leased Property, and (2) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in Section 3.4 or this Section 6.1. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section 6.1 are a material inducement to Landlord and Tenant entering into this Lease.

6.2 Tenant’s Property. Tenant and its Subsidiaries may sell, transfer, convey or otherwise dispose of Tenant’s Property (including in connection with selling, replacing or disposing of Tenant’s Property as it becomes surplus, worn or obsolete or as a part of a refurbishment or renovation of the Facility or portion thereof that contemplates replacement of certain items of Tenant’s Property with newly purchased Tenant’s Property, or if the same is no longer used, useful or economically practicable) in their discretion in the ordinary course of business in a manner that does not impair the compliance of the Facility with the Operating Standard and Landlord shall have no rights to such disposed Tenant’s Property except as set forth herein (including in Section 6.4 and Section 36.1, and Landlord’s lien with respect to such property will be automatically released as set forth in Section 6.4(f)). Pursuant to Section 36.1, at the end of the Term, Tenant (i) shall transfer and assign to Landlord certain portions of Tenant’s Property (as and only to the extent provided for in, and in accordance with the terms of, Section 36.1) and (ii) shall remove, or cause to be removed, the remaining portion of Tenant’s Property from the Leased Property at the end of the Term at Tenant’s sole cost and expense to the extent it may be removed without damaging the Leased Property or to the extent Tenant repairs such damage. Subject to Section 36.1, any Tenant’s Property left on the Leased Property at the end of the Term whose ownership was not transferred to a successor tenant or landlord shall be deemed abandoned by Tenant and shall become the property of Landlord. Notwithstanding anything in the foregoing to the contrary, any transfer, conveyance or other disposition by Landlord or Tenant of any Gaming Equipment will be subject to the approval, to the extent required, of any applicable Gaming Authority. For the avoidance of doubt, all references to Tenant’s Property in this Section 6.2 shall exclude Intellectual Property.

47

6.3 Tenant’s Intellectual Property. Except as otherwise specifically provided in this Lease or in the Transition Services Agreement, Landlord and Tenant acknowledge and agree that (a) as between Tenant, Tenant’s Parent and their respective Affiliates, and the Landlord and its Affiliates, Tenant, Tenant’s Parent and their respective Affiliates, as applicable, shall be the sole and exclusive owners of all Property Specific IP, the Property Specific Trademarks and their respective rights to the System-Wide IP, (b) Tenant, Tenant’s Parent and their respective Affiliates may sell, transfer, convey or otherwise dispose of, modify, use or discontinue use of, Property Specific IP, the Property Specific Trademarks, and System-Wide IP in their sole discretion in the ordinary course of business in a manner that does not materially adversely affect the Facility’s compliance with the Operating Standard, (c) other than pursuant to Section 6.4, Landlord shall have no rights in or to the Property Specific IP, Property Specific Trademarks or System-Wide IP, (d) Landlord shall not claim any rights in or to, or challenge, contest or otherwise interfere with Tenant’s, Tenant’s Parent’s or their respective Affiliates’, as applicable, sole and exclusive ownership of the Property Specific IP, Property Specific Trademarks or their respective rights to the System-Wide IP and (e) Tenant may remove or otherwise dispose of Property Specific IP, Property Specific Trademarks and System-Wide IP from the Leased Property at the natural expiration of the Term, or may modify the Leased Property at the end of the Term such that Landlord’s or any successor tenant’s use of the Leased Property does not infringe upon, dilute, or adversely affect Tenant’s, Tenant’s Parent’s or their respective Affiliates’ rights in the Property Specific IP, Property Specific Trademarks or System-Wide IP. For the avoidance of doubt, no Intellectual Property shall be included in the provisions of Section 36.1.

6.4 Landlord’s Security Interest in Tenant’s Pledged Property.

(a) Tenant represents and warrants that as of the Effective Date, substantially all of Tenant’s Pledged Property (except Tenant’s Pledged Property used in providing shared services and/or Tenant’s Pledged Property owned by an Affiliate not wholly-owned by Tenant) that is primarily related to the Leased Property and reasonably necessary to operate the Leased Property in accordance with the Operating Standard is owned by Tenant or its Subsidiaries. Following the Effective Date, Tenant shall use commercially reasonable efforts to cause to be transferred to Tenant any Tenant’s Pledged Property that is not owned by Tenant or its Subsidiaries as of the Effective Date but is primarily related to the Leased Property and reasonably necessary to operate the Leased Property in accordance with the Operating Standard on a Non-Discriminatory basis consistent with Tenant’s and Tenant’s Affiliate’s past practice with respect to their other Gaming Facilities as soon as reasonably practical, but in no event later than one (1) year after the Effective Date.

(b) Tenant covenants and agrees that any replacements, substitutions and additions of FF&E and all personal property (including all Gaming Equipment), licenses, permits, subleases, concessions, and contracts, in each case, to be located at the Leased Property and primarily used or held for use in connection with the operation of the business conducted by Tenant on or about the Leased Property as then being operated (excluding property used in providing shared services to other assets of Affiliates of Tenant’s Parent on a Non-Discriminatory basis and specifically excluding any Intellectual Property) shall be acquired by and owned by Tenant (and not by any other Affiliate of Tenant) and all such items shall be included in Tenant’s Pledged Property (except, for the avoidance of doubt, to the extent excluded in the definition of Tenant’s Pledged Property).

48

(c) To secure the performance of Tenant’s obligations under this Lease, including, without limitation, Tenant’s obligation to pay Rent hereunder, Tenant, as debtor, hereby grant to Landlord, as secured party, a first priority security interest in all of Tenant’s right, title and interest in and to Tenant’s Pledged Property now owned or in which Tenant hereafter acquires an interest or right. This Lease constitutes a security agreement covering all such Tenant’s Pledged Property. Tenant shall grant no other security interest in Tenant’s Pledged Property except pursuant to a Permitted Leasehold Mortgage. The parties acknowledge that any security interest granted pursuant to a Permitted Leasehold Mortgage shall be a subordinate lien and subject to the terms of any Intercreditor Agreement.

(d) Tenant shall pay all filing fees and record search fees and other reasonable costs for such additional security agreements, financing statements, fixture filings, and other documents as Landlord may reasonably require to perfect or to continue the perfection of Landlord’s security interest in Tenant’s Pledged Property. Landlord shall have the right to collaterally assign such security interest granted to Landlord in Tenant’s Pledged Property to any Fee Mortgagee.

(e) Notwithstanding anything herein to the contrary, the lien and security interest granted to Landlord pursuant to this Lease in the Tenant’s Pledged Property and the exercise of any right or remedy by Landlord hereunder against the Tenant’s Pledged Property are subject to the provisions of any Intercreditor Agreement and Tenant’s right to operate the Property in the ordinary course of business consistent with the Operating Standard. In the event of any conflict between the terms of the Intercreditor Agreement and this Lease, the terms of the Intercreditor Agreement shall govern and control.

(f) Any Tenant’s Pledged Property that is sold, transferred, conveyed or otherwise disposed of in accordance with Section 6.2 or Section 6.3 or in a manner not otherwise prohibited by this Lease shall be automatically released from the security interest granted to Landlord in Tenant’s Pledged Property and Landlord shall, at Tenant’s request, execute such documents and instruments to evidence, acknowledge and/or confirm such release. Landlord acknowledges that a Permitted Leasehold Mortgagee may have a subordinate lien on Tenant’s Pledged Property, provided that such lien in favor of a Permitted Leasehold Mortgagee is subject and subordinate to the first-priority lien thereon in favor of Landlord on the terms and conditions set forth in any Intercreditor Agreement.

(g) The security interest granted to Landlord in Tenant’s Pledged Property shall not apply to any Tenant’s Pledged Property which is subject to a bona fide purchase money financing with respect thereto (including equipment leases or equipment financing) permitted pursuant to Section 11.1(a). Any funds spent by Tenant from purchase money financing (including equipment leases or equipment financing) permitted pursuant to Section 11.1(a), which is superior to the security interest granted to Landlord in Tenant’s Pledged Property, shall not be applied toward the minimum Required CapEx set forth in Section 9.1(e).

(h) Notwithstanding the foregoing or anything herein to the contrary, Landlord shall have no right to foreclose upon (or commence any foreclosure proceedings) or exercise any remedies against or in respect of Landlord’s security interest in Tenant’s Pledged Property at any time prior to the effective date of termination of this Lease pursuant to Section 16.2(a)(i).

49

ARTICLE VII

CONDITION AND USE OF LEASED PROPERTY

7.1 Condition of the Leased Property. Tenant acknowledges receipt and delivery of possession of the Leased Property and confirms that Tenant has examined and otherwise has knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair and, to the best of Tenant’s knowledge, free from Hazardous Substances not in compliance with Legal Requirements and satisfactory for its purposes hereunder. Regardless, however, of any examination or inspection made by Tenant and whether or not any patent or latent defect or condition was revealed or discovered thereby, Tenant is leasing the Leased Property “as is” in its present condition. Tenant waives any claim or action against Landlord in respect of the condition of the Leased Property including any defects or adverse conditions not discovered or otherwise known by Tenant as of the Effective Date. LANDLORD MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, INCLUDING AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE STATUS OF TITLE TO THE LEASED PROPERTY OR THE PHYSICAL CONDITION OR STATE OF REPAIR THEREOF, OR THE ZONING OR OTHER LAWS, ORDINANCES, BUILDING CODES, REGULATIONS, RULES AND ORDERS APPLICABLE THERETO OR TO ANY CAPITAL IMPROVEMENTS WHICH MAY BE NOW OR HEREAFTER CONTEMPLATED, THE IMPOSITIONS LEVIED IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, OR THE USE THAT MAY BE MADE OF THE LEASED PROPERTY OR ANY PART THEREOF, THE INCOME TO BE DERIVED FROM THE FACILITY OR THE EXPENSE OF OPERATING THE SAME, OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, IT BEING AGREED THAT ALL SUCH RISKS, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY TENANT INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.

7.2 Use of the Leased Property.

(a) Tenant shall use or cause to be used the Leased Property and the improvements thereon for its Primary Intended Use in accordance with the Operating Standard. Tenant shall not use or permit the use of the Leased Property or any portion thereof or any Capital Improvement thereto for any other use without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion. Landlord acknowledges that operation of each Gaming Facility for its Primary Intended Use generally requires a Gaming License under applicable Gaming Regulations and that without such a license neither Landlord nor any Affiliate of Landlord may operate, control or participate in the conduct of a Gaming Facility. Tenant acknowledges that operation of the Facility for its Primary Intended Use generally may require a Gaming License under applicable Gaming Regulations and that without such a license, if applicable, Tenant may not operate, control or participate in the conduct of the gaming operations at the Facility.

50

(b) Tenant shall not commit or suffer to be committed any waste on the Leased Property (including any Capital Improvement thereto) or cause or permit any nuisance thereon or to, except as required by law, take or suffer any action or condition that will diminish the ability of the Leased Property to be used as a Gaming Facility or otherwise for the Primary Intended Use (except in connection with any use, or change of use, permitted pursuant to Section 7.2(a)) during the Term or after the expiration or earlier termination of the Term.

(c) Tenant shall neither suffer nor permit based on any action of Tenant after the Effective Date the Leased Property or any portion thereof to be used in such a manner as (i) would reasonably be expected to impair Landlord’s title thereto or to any portion thereof or (ii) would reasonably be expected to result in a claim of adverse use or possession, or an implied dedication of the Leased Property or any portion thereof. Without the prior written consent of Landlord, Tenant may not impose or permit the imposition of any restrictive covenants, easements or other encumbrances which would encumber Landlord’s interest in the Leased Property. Landlord shall have the right to approve any restrictive covenant, easement or other encumbrance on the Leased Property if such matter would survive the expiration or termination of this Lease or requires any signature or other action by Landlord, such approval not to be unreasonably, withheld, conditioned or delayed unless in Landlord’s good faith judgment (x) there is more than a de minimis effect on the value or use of the Leased Property, or (y) such matter benefits a Tenant Competitor or Affiliate of Tenant or Tenant’s Parent. Tenant may impose or permit the imposition of any restrictive covenants, easements or other similar encumbrances (excluding, for the avoidance of doubt, any mortgages unless such mortgage is a Permitted Leasehold Mortgage) which would encumber Tenant’s leasehold estate and shall (x) expressly provide that they do not affect Landlord’s interest in the Leased Property, and (y) not result in any physical structures or other matters which may need to be removed or restored after the expiration of the Lease unless the same are de minimis in nature and/or Tenant agrees to remove and/or restore the same at no cost to Landlord (which is not otherwise reimbursed by Tenant). Notwithstanding the foregoing sentence, the construction of any pedestrian walkway, bridge or other connecting structure between the Leased Premises and the tram pedestrian system or pathways or other similar system that currently connects or may in the future connect the Bellagio Hotel & Casino, the Vdara Hotel & Spa, and/or certain other properties within the vicinity of the Leased Property, and the taking of any of the actions, decisions, or other matters described in this Section 7.2 in connection therewith or in furtherance thereof (the “Connector Actions”), shall not require the approval of Landlord unless such approval is expressly required pursuant to Section 10.1, provided that the Connector Actions are applied on a Non-Discriminatory basis with respect to other properties serviced by similar pedestrian walkways, bridges or other connecting structures and performed in accordance with the Operating Standard. Other than any liens or other encumbrances granted to a Fee Mortgagee, Landlord will not enter into agreements that will encumber the Leased Property without Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed if the proposed matter would not reasonably be expected to interfere with Tenant’s conduct of its business on the Leased Property or with the use of the Leased Property for its Primary Intended Use (it being agreed and understood that any proposed encumbrance related to, or for the benefit of, any Tenant Competitor, would require Tenant’s consent, which Tenant may grant or withhold in its sole discretion), provided, that, Tenant is given reasonable opportunity to participate in the process leading to such agreement. Nothing in the foregoing is intended to vitiate or supersede Tenant’s right to enter into Permitted Leasehold Mortgages or Landlord’s right to enter into Fee Mortgages in each case as and to the extent provided herein. In addition, each of Landlord and

51

Tenant agrees to, at the sole cost and expense of the other, reasonably cooperate with the other party and all applicable authorities in connection with the foregoing, including the provision and execution of such documents and other information as may be requested by such other party or such authorities relating to the Leased Property and which are within such party’s reasonable control to obtain and provide. Landlord further agrees to use commercially reasonable efforts (at Tenant’s sole cost and expense) to obtain the consent of the Fee Mortgagee should Fee Mortgagee’s consent be required in connection with any restrictive covenant, easement or other encumbrance. This Section 7.2(c) shall be subject to Section 8.4.

(d) Except as a result of a Casualty Event or other Unavoidable Delay, Tenant shall continuously operate the Facility for the Primary Intended Use in accordance with the Operating Standard. Notwithstanding the foregoing, Tenant shall be permitted to cease operations at the Facility if such cessation would not be expected to have a material adverse effect on the Tenant, the Facility, or the Leased Property (taken as a whole) (a “Voluntary Cessation”). Notwithstanding the foregoing, no Voluntary Cessation shall be permitted to commence or continue if (i) an Event of Default has occurred and is continuing, (ii) when combined with any other Voluntary Cessations which occurred within the prior five (5) year period occurring after the Effective Date, such Voluntary Cessations would exceed one (1) year in the aggregate, (iii) such cessation would reasonably be expected to result in a default under any Property Documents and such default would reasonably be expected to have a material adverse effect on the Tenant, the Facility, or the Leased Property (taken as a whole), or (iv) such Voluntary Cessation is intended to frustrate Landlord’s ability to operate the Leased Property for its Primary Intended Use at the end of the Term. Notwithstanding anything to the contrary contained herein, in the event that any such cessation of operations occurs, (1) Rent under this Lease will not be subject to abatement in any respect, and (2) in the event that such cessation is a Voluntary Cessation, then solely for purposes of calculating the Required CapEx and the FF&E Reserve Funds, Net Revenues for the period of such Voluntary Cessation shall instead be deemed to include an amount calculated based on the average monthly Net Revenues for the preceding twelve (12) month period (excluding any other periods of Voluntary Cessation) ending on the earlier of (x) the last day of the last full calendar month during the period of such Voluntary Cessation, and (y) the end of the third calendar month after the beginning of such Voluntary Cessation (e.g. if the Facility is subject to a Voluntary Cessation from April 1, 2024 through July 31, 2024, the average monthly Net Revenues for the period of July 1, 2023 through June 30, 2024 shall be used to calculate the Net Revenues during such period of Voluntary Cessation). In addition, if there is a Voluntary Cessation, the Required CapEx Funding Deadline with respect to the Required CapEx required to be spent by the next CapEx Testing Period and the CapEx Grace Period with respect to any amounts deposited into the CapEx Reserve on account of any such Required CapEx which has not been spent by the applicable Required CapEx Funding Deadline shall be extended for a period of time equal to the period of Voluntary Cessation (any such Required CapEx that is deferred pursuant to this sentence is referred to herein as the “Deferred Required CapEx”).

(e) Subject to Article XII regarding permitted contests, Tenant, at its sole cost and expense, shall promptly (i) comply in all material respects with all Legal Requirements and Insurance Requirements affecting the Facility and the business conducted thereat (taking into account any “grandfather” rights with respect to any applicable Legal Requirements), including those regarding the use, operation, maintenance, repair and restoration of the Leased Property or any portion thereof (including all Capital Improvements) and Tenant’s

52

Property whether or not compliance therewith may require structural changes in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property or any portion thereof (taking into account any “grandfather” rights with respect to any applicable Legal Requirements), and (ii) procure, maintain and comply in all material respects with all Gaming Regulations and Gaming Licenses, and other authorizations required for the use of the Leased Property (including all Capital Improvements) and Tenant’s Property for the applicable Primary Intended Use and any other use of the Leased Property (and Capital Improvements then being made) and Tenant’s Property, and for the proper erection, installation, operation and maintenance of the Leased Property and Tenant’s Property.

(f) Intentionally Omitted.

(g) Without limitation of any of the other provisions of this Lease, Tenant shall comply in all material respects with all Property Documents and Landlord shall reasonably cooperate with Tenant (at Tenant’s sole cost and expense) to the extent necessary for Tenant to so comply.

(h) Any Affiliate Agreements relating to the Leased Property between Tenant and its Affiliates (or between the Facility and Tenant’s Affiliates) must be Permitted Affiliate Agreements. Any other Affiliate Agreements entered into after the Effective Date shall require Landlord’s consent, such consent not to be unreasonably withheld, conditioned or delayed.

7.3 Additional Facilities. Nothing contained in this Lease shall restrict Tenant’s or Tenant’s Affiliates’ ability to develop, acquire, operate or sell any new Gaming Facilities (or any other property) which are not owned or operated by Tenant as of the Effective Date and not subject to this Lease, provided that (x) Tenant and Tenant’s Affiliates’ are not permitted to brand another Gaming Facility in Nevada as “The Cosmopolitan of Las Vegas” or “The Cosmopolitan of…” (or any Trademark confusingly similar thereto or any Trademark that replaces such brand name as the primary brand name for the Facility) until the expiration of the Ownership Term and (y) except as provided in Section 7.2(d), at all times Tenant shall operate the Facility in accordance with the Operating Standard. Notwithstanding anything to the contrary contained herein, (i) Landlord shall not have any right to purchase, nor shall Tenant have any obligation to make any offer to Landlord, in connection with any such other property or asset referenced in the preceding sentence and (ii) Affiliates of Landlord shall not be restricted from participating in opportunities, including, without limitation, developing, building, purchasing or operating Gaming Facilities or any other property or asset, at any time; provided, however, in no event shall Landlord at any time during the Term own or operate any other Gaming Facility.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH LAW

8.1 Representations and Warranties. Each party represents and warrants to the other that: (i) this Lease and all other documents executed or to be executed by it in connection herewith have been duly authorized and shall be binding upon it; (ii) it is duly organized, validly existing and in good standing under the laws of the state of its formation and is duly authorized and qualified to perform this Lease within the State; and (iii) neither this Lease nor any other document executed or to be executed in connection herewith violates the terms of any other agreement of such party.

53

8.2 Compliance with Legal and Insurance Requirements, etc..

(a) Subject to Article XII regarding permitted contests, Tenant, at its expense, shall promptly (a) comply in all material respects with all Legal Requirements and Insurance Requirements affecting the Facility and the business conducted therein, including those regarding the use, operation, maintenance, repair and restoration of the Leased Property (including all Capital Improvements thereto) and Tenant’s Property whether or not compliance therewith may require structural changes in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property, and (b) procure, maintain and comply in all material respects with all Gaming Regulations and Gaming Licenses, and other authorizations required for the use of the Leased Property (including all Capital Improvements) and Tenant’s Property for the applicable Primary Intended Use and any other use of the Leased Property (including Capital Improvements then being made) and Tenant’s Property, and for the proper erection, installation, operation and maintenance of the Leased Property and Tenant’s Property. In an emergency which Landlord determines is not being reasonably addressed by Tenant or in the event of a breach by Tenant of its obligations under this Section 8.2 which is not cured within any applicable cure period, Landlord or its representatives (and any Fee Mortgagee) may, but shall not be obligated to, subject to all Legal Requirements, applicable Gaming Regulations and the rights of subtenants, enter upon the Leased Property and take such reasonable actions and incur such reasonable costs and expenses to effect such compliance as it reasonably deems advisable to protect its interest in the Leased Property, and Tenant shall reimburse Landlord for all such reasonable costs and expenses incurred by Landlord in connection with such actions. Tenant covenants and agrees that the Leased Property and Tenant’s Property shall not be used for any unlawful purpose. Tenant shall comply with any Gaming Regulations or other regulatory requirements required of it in all material respects as a tenant of the Facility taking into account their Primary Intended Use. In the event that a Gaming Authority notifies Tenant that Tenant is in jeopardy of losing a Gaming License material to this Lease or the continued operation of the Facility, Tenant shall immediately notify Landlord and, assuming no Event of Default has occurred and is continuing, Tenant shall be given reasonable time to address the regulatory issue, after which period (but in all events prior to an actual revocation of such Gaming License), Tenant shall take reasonable steps to avoid the loss of such Gaming License (subject to the provisions of Section 7.2(d)).

(b) Landlord shall comply with any Gaming Regulations or other regulatory requirements required of it as owner of the Facility taking into account the Facility’s Primary Intended Use (except to the extent Tenant fulfills or is required to fulfill any such requirements hereunder). In the event that a Gaming Authority notifies Landlord that Landlord is in jeopardy of failing to comply with any such Gaming Regulation or other regulatory requirements material to the continued operation of the Facility for its Primary Intended Use, Landlord shall be given reasonable time to address the regulatory issue, after which period (but in all events prior to an actual cessation of the use of the Facility for its Primary Intended Use as a result of the failure by Landlord to comply with such regulatory requirements) Landlord shall be required to sell the Leased Property in a manner permitted by Section 18.1. In the event during the period in which Landlord is complying with the preceding sentence, such regulatory agency notifies Landlord and Tenant that Tenant may not pay any portion of the Rent to Landlord, Tenant shall be entitled to

54

fund such amount into an escrow account, to be released to Landlord or the party legally entitled thereto at or upon resolution of such regulatory issues and otherwise on terms reasonably satisfactory to the parties. Notwithstanding anything in the foregoing to the contrary, no transfer of Tenant’s Property used in the conduct of Gaming (including the purported or attempted transfer of a Gaming License) or the operation of a Gaming Facility shall be effected or permitted without receipt of all necessary approvals and/or Gaming Licenses in accordance with applicable Gaming Regulations.

8.3 Zoning and Uses. Tenant shall not, without the prior written consent of Landlord (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property; (iii) execute or file any subdivision plat or map, or any amendment thereto, affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (iv) knowingly permit or suffer the Leased Property or any portion thereof to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement; provided, however, such consent shall not be unreasonably withheld, conditioned or delayed with respect to clauses (i)-(iv) provided that (a) there is no more than a de minimis adverse effect on the value or use (for the Primary Intended Use) of the Leased Property, provided, further, that Tenant may take an action described in the foregoing clauses (i) and (ii) if the same and any effect on the Facility and the Leased Property is de minimis and limited in the duration such that it would expressly not survive the expiration or earlier termination of this Lease. In the event any matter expressly permitted or consented to by Landlord requires any signature or other action by Landlord, Landlord agrees to, at Tenant’s sole cost and expense, reasonably cooperate with Tenant and all applicable authorities in connection with the foregoing clauses (i)-(iv), including the provision and execution of such customary documents and other information as may be requested by Tenant or such authorities relating to the Leased Property and which are within Landlord’s reasonable control to obtain and provide, provided that Tenant acknowledges and agrees that any third-party claims arising under such documents are expressly covered by Tenant’s indemnification obligations under Section 21.1. Landlord further agrees to use commercially reasonable efforts (at Tenant’s sole cost and expense) to obtain the consent of the Fee Mortgagee should Fee Mortgagee’s consent be required in connection with the foregoing clauses (i)-(iv). Notwithstanding the foregoing or anything to the contrary contained herein, no Landlord approval shall be required in connection with the matters listed on Schedule 13. This Section 8.3 shall be subject to Section 8.4.

8.4 Tenant’s Rights Under Schedule 15 Property Documents and Condo Documents. Notwithstanding anything to the contrary contained in this Lease (including in Section 7.2(c) or Section 8.3, but subject to this Section 8.4), the Schedule 15 Property Documents, and/or the Condo Documents, and without limitation of any of Tenant’s other rights under this Lease, Landlord acknowledges, confirms and agrees that, during the Term, so long as no Event of Default has occurred and is continuing, Tenant shall have the right to administer, service, manage, control, exercise all elections, make all determinations, and generally exercise all rights and remedies of Landlord (by way of example, but not limitation, approving budgets, collecting assessments, and providing notices, consents and approvals in the ordinary course of business and publishing and enforcing rules and regulations), under the Condo Documents and/or the Schedule

55

15 Property Documents (collectively, the “Property Rights”) as Tenant deems necessary or desirable in connection with the leasing, operation and management of the Leased Property (or any portion thereof) in accordance with the Operating Standard and in compliance with the Schedule 15 Property Documents and/or the Condo Documents. Except as provided below, to the extent that Landlord’s consent or approval is required or to the extent that Tenant’s exercise of any of the Property Rights requires Landlord’s signature or any other action by Landlord, such consent or approval shall be granted or withheld in accordance with the provisions of Section 7.2(c). In addition, during the Term, so long as no Event of Default has occurred and is continuing, Landlord shall not take any action (or, subject to the immediately preceding sentence, fail to take any action requested by Tenant) pursuant to any of the Schedule 15 Property Documents and/or the Condo Documents except at the request or with the prior written approval of Tenant (in its sole and absolute discretion), in each case, consistent with the Property Rights. Notwithstanding the foregoing and without affecting any other rights that Tenant may have pursuant to other provisions of this Lease (including, without limitation, Section 7.2(c) and Section 8.3), during the Term and so long as no Event of Default has occurred and is continuing, Tenant shall have the right, in its sole discretion (and Landlord shall cooperate as provided in this Section 8.4 in connection therewith) to do the following, in each case in accordance with the Operating Standard and in compliance with the Condo Documents: (a) appoint all members of the board of directors and officers of the Condo Association which Landlord is entitled to appoint pursuant to the Condo Documents and designate an individual to be the “Owner’s Representative” for all units owned by Landlord (with the authority of all such appointed members, officers and “Owner’s Representatives” being subject to the terms of this Section 8.4), and (b) authorize, approve, issue, modify, amend, restate and supplement, from time to time, any rules and regulations affecting the Leased Property. In addition, but subject to Landlord’s approval pursuant to the proviso of this sentence, Tenant shall have the right to effectuate a partial or total remapping of, or otherwise amend, the Condominium Property (and any corresponding amendments to the applicable Condo Declaration or any other Condo Documents necessary to effectuate any such remapping or amendment) pursuant to which Residential Units or Hotel Unit(s) become part of a Hotel Unit(s) (as such terms are defined in the applicable Condo Declaration) to be used for any Primary Intended Use; provided, however, that (i) if such remapping or other matter described in this sentence results in no more than five percent (5%) of the total number of Residential Units (as defined in the applicable Condo Declaration) owned by Landlord as of the Effective Date, together with all previous conversions done after the Effective Date, being so converted for a use other than as hotel guest rooms/suites at the Facility, Landlord’s approval shall not be unreasonably withheld conditioned or delayed, and (ii) if such remapping or other matter described in this sentence results in more than five percent (5%) of the total number of Residential Units (as defined in the applicable Condo Declaration) owned by Landlord as of the Effective Date, together with all previous conversions done after the Effective Date, being so converted for a use other than as hotel guest rooms/suites at the Facility, Landlord’s approval shall be granted or withheld by Landlord in Landlord’s sole discretion.

8.5 Third-Party Reports. Upon Landlord’s reasonable request from time to time, but not more frequently than once each year in connection with the Annual Certificate, Tenant shall provide Landlord with copies of any final third-party surveys, environmental, engineering, zoning, seismic or property condition reports (other than any which are subject to privilege) obtained by Tenant with respect to the Leased Property.

56

ARTICLE IX

MAINTENANCE AND REPAIR

9.1 Maintenance and Repair.

(a) Subject to Landlord’s right to approve certain Capital Improvements in Section 10.1, Tenant, at its expense and without the prior consent of Landlord, shall maintain, or cause to be maintained, the Leased Property and every portion thereof, and all private roadways, sidewalks and curbs appurtenant to the Leased Property, and which are under Tenant’s or any subtenant’s control in reasonably good order and repair whether or not the need for such repairs occurs as a result of Tenant’s or any subtenant’s use, any prior use, the elements or the age of the Leased Property, and, with reasonable promptness, make all reasonably necessary and appropriate repairs thereto of every kind and nature, including those necessary to ensure continuing compliance in all material respects with all Legal Requirements, (including, without limitation, all Gaming Regulations and Environmental Laws) (to the extent required hereunder), Insurance Requirements and Property Documents whether now or hereafter in effect, whether interior or exterior, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior or after the Effective Date. All repairs shall be at least equivalent in quality to the original work in the aggregate. Tenant will not take or omit to take any action the taking or omission of which would reasonably be expected to materially impair the value or the usefulness of the Leased Property or any part thereof or any Capital Improvement thereto for its Primary Intended Use. Tenant shall (i) maintain, or cause to be maintained, Tenant’s Property (except Intellectual Property, which is subject to Section 6.3) (x) in a manner consistent with the Operating Standard throughout the Term, and (y) as necessary for conduct of the Primary Intended Use at the Facility throughout the Term and (ii) not take any action which is intended or designed to materially frustrate, vitiate or reduce the rights of Landlord under Section 36.1. Landlord acknowledges that the condition of the Facility and the other matters described in the first sentence of this Section 9.1 on the Effective Date satisfies the requirements of this Article IX.

(b) Landlord shall not under any circumstances be required to (i) build or rebuild any improvements on the Leased Property; (ii) make any repairs, replacements, alterations, restorations or renewals of any nature to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto; or (iii) maintain the Leased Property in any way. Tenant hereby waives, to the extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect at the time of the execution of this Lease or hereafter enacted.

(c) Subject to the specific provisions of Section 41.14, nothing contained in this Lease and no action or inaction by Landlord shall be construed as (i) constituting the consent or request of Landlord, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other property for the construction, alteration, addition, repair or demolition of or to the Leased Property or any part thereof or any Capital Improvement thereto; or (ii) giving Tenant any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Landlord in respect thereof or to make any agreement that may create, or in any way be the basis for, any right, title, interest, lien, claim or other encumbrance upon the estate of Landlord in the Leased Property, or any portion thereof or upon the estate of Landlord in any Capital Improvement thereto.

57

(d) Tenant shall, upon the expiration or earlier termination of the Term, vacate and surrender and relinquish in favor of Landlord all rights to the Leased Property (including all Capital Improvements) to Landlord in the condition in which such Leased Property was originally received from Landlord and Capital Improvements were originally introduced to the Facility, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear, subject to casualty and Condemnation as provided in Article XIV and Article XV.

(e)

(i) Without limiting Tenant’s obligations to maintain the Leased Property and Tenant’s Property under this Lease, Tenant is required to expend the Required CapEx during each CapEx Testing Period. To enable Landlord to monitor and confirm compliance with the foregoing within thirty (30) days after the end of each calendar year (the “CapEx Certification Date”), commencing with the calendar year ending December 31, 2026, Tenant shall provide Landlord with an Officer’s Certificate (a “CapEx Testing Period Certificate”) certifying in reasonable detail to (A) the aggregate amount expended by Tenant on Qualifying CapEx during the immediately preceding CapEx Testing Period and (B) the actual Net Revenue of the Leased Property during such CapEx Testing Period, including a certification of the information delivered to Landlord substantially in the form attached hereto as Exhibit K, together with evidence satisfactory to Landlord in the reasonable exercise of Landlord’s discretion documenting the amount of the Qualifying CapEx during the CapEx Testing Period. Commencing on January 1, 2027 and subject to the deferral of any Deferred Required CapEx pursuant to Section 7.2(d), Tenant shall be required to deposit, or cause to be deposited, additional funds into the CapEx Reserve in an amount equal to the deficiency between the Required CapEx for a CapEx Testing Period and the aggregate amount expended on Qualifying CapEx during such CapEx Testing Period, with such deposit to occur no later than the date (the “Required CapEx Funding Deadline”) which is the earliest to occur of (x) the date that Tenant delivers a CapEx Testing Period Certificate indicating a deficiency, (y) the CapEx Certification Date if Tenant fails to timely deliver the CapEx Testing Period Certificate, in which event, until a CapEx Testing Period Certificate is actually delivered, Landlord shall determine the deficiency (and the Qualifying CapEx for any period for which a CapEx Testing Period Certificate has not previously been delivered shall be deemed to equal zero), and (z) after delivery of a CapEx Testing Period Certificate, the date that it is reasonably determined by the parties that a CapEx Testing Period Certificate inaccurately reflected that a deficiency did not exist (and in the event of any dispute regarding an alleged deficiency, either party shall be entitled to submit such dispute to the Experts for determination).

(ii) The Parties acknowledge that Tenant’s agreement to satisfy the Required CapEx during the CapEx Testing Period as required in this Lease is a material inducement to Landlord’s agreement to enter into this Lease, and, accordingly, if Tenant fails to expend Qualifying CapEx (or deposit the required funds into the CapEx Reserve) as and when required by this Lease (including for the avoidance of doubt, any failure to expend funds in the CapEx Reserve on Qualifying CapEx by the CapEx Grace Period as provided in Section 9.1(e)(iii)), then the same shall constitute an Event of Default hereunder subject to the

58

notice and cure rights specified in Section 16.1(a)(xv), and without limitation of any of Landlord’s other rights and remedies, Landlord shall have the right in its discretion to exercise its rights and remedies under this Lease, including without limitation, (x) seek the remedy of specific performance to require Tenant to expend the Required CapEx (or to deposit funds into the CapEx Reserve and to utilize funds in the CapEx Reserve on Qualifying CapEx) and (y) withdraw funds from the CapEx Reserve and retain such funds after an Event of Default. Furthermore, for the avoidance of doubt, and without limitation of Guarantor’s obligations under the Guaranty, Tenant acknowledges and agrees that the obligation of Tenant to expend the Required CapEx (or deposit, or cause to be deposited, funds into the CapEx Reserve) as provided in this Lease in each case constitutes a part of the monetary obligations of Tenant under this Lease and shall be guaranteed by the Guarantor under the Guaranty (together with all other obligations of Tenant under this Lease).

(iii) Notwithstanding anything to the contrary set forth in this Lease, if Tenant fails to make at least the amount of expenditures required by this Section 9.1(e)(iii), then, so long as, as of the Required CapEx Funding Deadline, there are CapEx Reserve Funds on deposit in the CapEx Reserve in an aggregate amount at least equal to such deficiency, then Tenant shall not be deemed to be in breach or default of its obligations hereunder to satisfy the Required CapEx, provided that Tenant shall spend such amounts so deposited in the CapEx Reserve on Qualifying CapEx within six (6) months after the Required CapEx Funding Deadline (subject to extension in the event of an Unavoidable Delay during such six (6) month period, on a day-for-day basis, for the same amount of time that such Unavoidable Delay affects Tenant’s ability to perform the required Qualifying CapEx and subject further to any extension as provided for in Section 7.2(d)) (the “CapEx Grace Period”). For the avoidance of doubt, any funds disbursed from the CapEx Reserve and spent on required Qualifying CapEx as described in this Section shall be applied to the Required CapEx for the period for which such funds were deposited (and shall be deemed to be the funds that have been in the CapEx Reserve for the longest period of time) and shall not be applied to the Required CapEx for the subsequent period in which they are actually spent.

(iv) Tenant (x) shall, if required by this Section 9.1(e) and (y) may, at its election, at any other time, deposit, or cause to be deposited, funds (the “CapEx Reserve Funds”) into a segregated Eligible Account held by an Eligible Institution (the “CapEx Reserve”). All interest on CapEx Reserve Funds shall be for the benefit of Tenant and added to and become a part of the CapEx Reserve and shall be disbursed in the same manner as other monies deposited in the CapEx Reserve. Tenant shall be responsible for payment of any federal, state or local income or other tax applicable to the interest earned on the CapEx Reserve Funds credited or paid to Tenant.

(v) Tenant shall be entitled to use CapEx Reserve Funds solely for the purpose of paying for (or reimbursing Tenant for) the cost of Qualifying CapEx. So long as no Event of Default exists, Tenant shall be entitled to receive within ten (10) days of submitting a request in writing directly to Landlord a disbursement of CapEx Reserve Funds from the CapEx Reserve to pay for Qualifying CapEx or a reimbursement for Qualifying CapEx, and any such request shall specify the amount of the requested disbursement and a general description of the type of Qualifying CapEx to be paid or reimbursed using such CapEx Reserve Funds (a “CapEx Disbursement Request”). So long as no Event of Default exists, any CapEx Reserve Funds

59

remaining in the CapEx Reserve following the satisfaction of the Required CapEx for which such CapEx Reserve Funds were deposited shall be returned by Landlord or the Eligible Institution to Tenant. In the event that as of the expiration or earlier termination of the Lease the Required CapEx for which such CapEx Reserve Funds were deposited has not be satisfied, then Landlord shall be entitled to receive and retain such CapEx Reserve Funds to the extent not satisfied and any remainder shall be released to and retained by Tenant.

(f) Tenant shall deposit, or cause to be deposited, monthly, in arrears, on the first (1st) Business Day of each calendar month, with an Eligible Institution an aggregate amount equal to one and one-half percent (1.5%) of the Net Revenue during the second preceding calendar month (e.g., the FF&E Reserve Funds to be deposited on [●] shall be calculated using Net Revenue for [●]) (the “FF&E Reserve Funds”) into one or more segregated Eligible Accounts held by an Eligible Institution (collectively, the “FF&E Reserve”). All interest on FF&E Reserve Funds shall be for the benefit of Tenant and added to and become a part of the FF&E Reserve and shall be disbursed in the same manner as other monies deposited in the FF&E Reserve. Tenant shall be responsible for payment of any federal, state or local income or other tax applicable to the interest earned on the FF&E Reserve Funds credited or paid to Tenant. Tenant shall be entitled to use FF&E Reserve Funds solely for the purpose of paying for (or reimbursing Tenant for) the cost of any Qualifying CapEx and FF&E (the “Permitted FF&E Expenditures”). So long as no Event of Default exists, Tenant shall be entitled to receive within ten (10) days of Tenant submitting a request in writing directly to Landlord a disbursement of FF&E Reserve Funds from the FF&E Reserve to pay for Permitted FF&E Expenditures or a reimbursement for Permitted FF&E Expenditures, and any such request shall specify the amount of the requested disbursement and a general description of the type of Permitted FF&E Expenditures to be paid or reimbursed using such FF&E Reserve Funds (an “FF&E Disbursement Request”). For the avoidance of doubt, any funds disbursed from the FF&E Reserve and spent on and/or as reimbursement for the costs of Permitted FF&E Expenditures shall be applied toward the minimum Required CapEx set forth in Section 9.1(e). So long as no Event of Default exists and Tenant has satisfied the Required CapEx, any FF&E Reserve Funds remaining in the FF&E Reserve on the expiration or earlier termination of this Lease shall be released to Tenant and Tenant shall be entitled to retain such funds.

(g) Tenant grants to Landlord a first-priority security interest in the CapEx Reserve and all CapEx Reserve Funds and the FF&E Reserve and all FF&E Reserve Funds in each case as additional security for performance of Tenant’s obligations under this Lease during the existence of an Event of Default. Landlord shall have the right to collaterally assign the security interest granted to Landlord in the CapEx Reserve and CapEx Reserve Funds and FF&E Reserve and FF&E Reserve Funds to any Fee Mortgagee. Notwithstanding anything to the contrary contained in Section 9.1(e) and Section 9.1(f), following the execution of this Lease, Landlord, Tenant and the applicable Eligible Institution shall promptly enter into a customary and reasonable deposit account control agreement with respect to the FF&E Reserve and the CapEx Reserve (the “Restricted Reserve Accounts”) which shall provide that (x) Landlord has “control” over the account within the meaning of Section 9-104 of the New York Uniform Commercial Code, (y) the Eligible Institution shall disburse funds to Tenant pursuant to a CapEx Disbursement Request or FF&E Disbursement Request (as applicable) in accordance with Section 9.1(e) and Section 9.1(f) (as applicable) except during a Reserve Control Trigger Period and (z) during the Reserve Control Trigger Period, Eligible Institution shall only make disbursements from the account upon written direction from Landlord. During the Reserve Control Trigger Period, so long as no Event of Default has occurred Landlord shall request disbursements of funds from the Restricted Reserve Accounts to Tenant within five (5) Business Days of (i) Tenant’s delivery of a CapEx Disbursement Request or FF&E Disbursement Request (as applicable) in connection with Section 9.1(e) and Section 9.1(f) (as applicable) and (ii) Tenant’s satisfaction of the Reserve Disbursement Requirements.

60

9.2 Encroachments, Restrictions, Mineral Leases, etc.. If any of the Leased Improvements shall, at any time, encroach upon any property, street or right-of-way, or shall violate any restrictive covenant or other agreement affecting the Leased Property, or any part thereof or any Capital Improvement thereto, or shall impair the rights of others under any easement or right-of-way to which the Leased Property is subject, or the use of the Leased Property or any Capital Improvement thereto is impaired, limited or interfered with by reason of the exercise of the right of surface entry or any other provision of a lease or reservation of any oil, gas, water or other minerals (any such encroachment, violation or impairment described above being referred to as a “Title Violation”), then Tenant shall, subject to its right to contest the existence of any such Title Violation, protect, indemnify, save harmless and defend Landlord from and against, all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including reasonable attorneys’, consultants’ and experts’ fees and expenses) based on or arising by reason of any such Title Violation; provided, however, that with respect to any such Title Violation existing as of the Effective Date (an “Existing Title Violation”), Tenant shall not be required to so protect, indemnify and save harmless Landlord from such Existing Title Violation except to the extent the same results from a claim made by a Person other than Landlord or any Affiliate of Landlord. In the event of an adverse final determination with respect to any Title Violation that is not an Existing Title Violation or in the event of an adverse final determination in favor of a Person other than Landlord or any Affiliate of Landlord with respect to any Existing Title Violation, either (a) each of Tenant and Landlord shall be entitled to obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from such Title Violation, whether the same shall affect Landlord or Tenant or (b) Tenant shall (i) make, or cause to be made, such changes in the Leased Improvements, and take such other actions, as Tenant in the good faith exercise of its judgment deems reasonably practicable, to remove or end such Title Violation, including, if necessary, the alteration of any of the Leased Improvements, and (ii) in any event take all such actions as may be necessary in order to be able to continue the operation of the Leased Improvements for the Primary Intended Use substantially in the manner and to the extent the Leased Improvements were operated prior to the assertion of such Title Violation. Notwithstanding the foregoing or anything to the contrary contained herein, (A) Tenant shall not be required to cure any Existing Title Violation except as a result of a claim made by a Person other than Landlord or any Affiliate of Landlord, and (B) Tenant shall be subrogated to any and all rights of Landlord against its title insurance carriers and shall be entitled to the proceeds (net of Landlord’s out-of-pocket costs reasonably incurred in obtaining such proceeds) from any title insurance policy insuring over any such Title Violations (“Title Insurance Proceeds”) to the extent of any amounts actually paid by Tenant in connection therewith[; provided, that, with respect to any Title Insurance Proceeds received for or on account of any Existing Title Violations Tenant shall be entitled to the portion of such Title Insurance Proceeds that is attributable to the damage to the Leasehold Estate incurred by Tenant during the Term (without giving effect to any Renewal Terms), less any amounts which may be recovered under any Tenant leasehold title insurance policy]. Tenant’s obligations under this Section 9.2 shall be in addition to and shall in no way discharge or diminish any obligation of any insurer under any policy of title or other insurance

61

and, to the extent the recovery thereof is not necessary to compensate Landlord for any damages incurred by any such Title Violation[, subject to the foregoing provisions regarding Title Insurance Proceeds for or on account of Existing Title Violations]². Landlord agrees to use reasonable efforts to seek recovery under any policy of title or other insurance under which Landlord is an insured party for all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including reasonable attorneys’, consultants’ and experts’ fees and expenses) based on or arising by reason of any such Title Violation as set forth in this Section 9.2; provided, however, that in no event shall Landlord be obligated to institute any litigation, arbitration or other legal proceedings in connection therewith unless Landlord is reasonably satisfied that Tenant has the financial resources needed to fund such litigation and Tenant and Landlord have agreed upon the terms and conditions on which such funding will be made available by Tenant, including, but not limited to, the mutual approval of a litigation budget.

ARTICLE X

CAPITAL IMPROVEMENTS

10.1 Construction of Capital Improvements to the Leased Property.

(a) Tenant shall, with respect to the Facility, have the right to make Capital Improvements, including, without limitation, any Capital Improvement required by Section 8.2 or Section 9.1(a), without the consent of, or any notice to, Landlord if the Capital Improvement (i) does not involve the removal of any material existing structures (unless Tenant reasonably promptly proceeds to replace such removed structures with structures of at least reasonably comparable value or utility), (ii) does not have a material adverse effect on the structural integrity of any remaining Leased Improvements (other than as contemplated to be maintained or improved in connection with such Capital Improvement), (iii) is not reasonably likely to reduce the value of the Facility when completed, (iv) is consistent with the Primary Intended Use and (v) does not involve a total budgeted cost in excess of One Hundred Fifty Million and No/100 Dollars ($150,000,000.00); each of the foregoing (i)-(v) as reasonably determined by Tenant, subject to Landlord’s reasonable review and approval of such determination. Any Capital Improvements (1) described in the preceding sentence and/or (2) which are described on Schedule 8 (for purposes of clarity or otherwise) (the “Schedule 8 Capital Improvements”) are referred to as, “Permitted Capital Improvements”.

(b) If Tenant or any subtenant desires to make a Capital Improvement that is not a Permitted Capital Improvement (a “Landlord Approved Capital Improvement”), Tenant shall submit to Landlord in reasonable detail a general description of the proposal, the projected cost of construction and such plans and specifications, permits, licenses, contracts and other information concerning the proposal as Landlord may reasonably request. Such description shall indicate the use or uses to which such Capital Improvement will be put and the impact, if any, on current and forecasted Net Revenue and EBITDA for the Leased Property attributable thereto. All proposed Landlord Approved Capital Improvements shall be subject to Landlord’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. It shall be reasonable for Landlord to condition its approval of any Capital Improvement upon any or all of the following terms and conditions:

62

(i) Such construction shall be effected substantially in accordance with detailed plans and specifications approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed;

(ii) No Capital Improvement will result in the Leased Property becoming a “limited use” property for purposes of United States federal income taxes as of the date such Capital Improvement is placed in service;

(iii) the work shall be conducted under the supervision of a licensed architect or engineer selected by Tenant (the “Architect”) and, for purposes of this Section 10.1 only, approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed;

(iv) Landlord’s receipt of reasonable evidence of Tenant’s or Tenant’s Parent’s financial ability to complete the work without materially and adversely affecting Tenant’s cash flow position or financial viability;

(v) All Capital Improvements will become Landlord’s property when made; provided, however, that the foregoing shall not affect the provisions of Section 11.1(b); and

(vi) Any Capital Improvement which exceeds a total budgeted cost in excess of One Hundred Fifty Million and No/100 Dollars ($150,000,000.00) (the “Capital Improvements Threshold”) (x) may be subject to the approval of Fee Mortgagee, which Landlord agrees it will use commercially reasonable efforts to obtain and (y) shall require that Tenant deliver Construction Security to Landlord, provided no Construction Security shall be required in connection with the Schedule 8 Capital Improvements.

(c) If the Construction Security is in the form of cash, if required by Fee Mortgagee, such security may be deposited into the FF&E Reserve or an Eligible Account of Landlord (or Fee Mortgagee) (a “Construction Security Escrow Account”). On a monthly basis during the construction of any such Capital Improvement for which Construction Security has been deposited, Tenant shall be entitled (either pursuant to a separate agreement to be entered into directly between Tenant and Fee Mortgagee, in form and substance reasonably acceptable to Tenant, or, if no such agreement is entered into, then as an obligation of Landlord hereunder) to receive a portion of such Construction Security, to be disbursed to Tenant (in the case of cash or cash equivalents) or reduced (in the case of a Letter of Credit), as applicable, on a dollar-for-dollar basis, in the amount required to reimburse Tenant for (or to enable Tenant to pay) the cost of such Capital Improvement in amounts equal to the actual costs incurred by Tenant for such Capital Improvement, subject to delivery by Tenant to Landlord of the Reserve Disbursement Requirements related to the work performed, and subject: (a) to compliance by Tenant with the applicable provisions of any Fee Mortgage Documents then in effect to the extent and only to the

63

extent Tenant is required to comply therewith pursuant to Article XXXI hereof, and (b) in the event no Fee Mortgage then exists and Landlord is holding the Construction Security, to the condition that no Event of Default exist at the time of determination and subject to the other applicable provisions of this Article X. To the extent a construction consultant is required by any Fee Mortgagee, Landlord shall have the right (in addition to any construction consultant engaged by Tenant) to also select and engage (subject to any Fee Mortgagee requirements), at Landlord’s cost and expense, construction consultants to conduct inspections of the Leased Property during the construction of any Capital Improvements, provided that (x) such inspections shall be conducted in a manner as to not unreasonably interfere with such construction or the operation of the Facility and Tenant may have Tenant’s representative escort such consultant at all times, (y) prior to entering the Leased Property, such consultants shall deliver to Tenant evidence of insurance reasonably satisfactory to Tenant and (z) (irrespective of whether the consultant was engaged by Landlord, Tenant or otherwise) Landlord and Tenant shall be entitled to receive copies of such consultants’ work product and shall have direct access to and communication with such consultants.

10.2 Construction Requirements for Capital Improvements. Tenant’s or any subtenant’s construction of Capital Improvements shall be performed in compliance with the following requirements which shall be applicable to Permitted Capital Improvements and Landlord Approved Capital Improvements except as indicated below:

(a) Such construction shall not be commenced until Tenant shall have procured and paid for all municipal and other governmental permits and authorizations required to be obtained prior to such commencement, including those permits and authorizations required pursuant to any Gaming Regulations, and Landlord shall join in the application for such permits or authorizations whenever such action is necessary; provided, however, that (i) any such joinder shall be at no cost or expense to Landlord; and (ii) any plans required to be filed in connection with any such application in respect of any Landlord Approved Capital Improvements shall have been so approved by Landlord;

(b) Such construction shall not and, if an Architect has been engaged for such work, the Architect shall certify to Landlord that such construction shall not, impair the structural strength of any component of the Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component in a manner that would violate applicable building codes or prudent industry practices;

(c) If an Architect has been engaged for such work and if plans and specifications have been obtained in connection with such work, the Architect shall certify to Landlord that the plans and specifications conform to, and comply with, in all material respects all applicable building, subdivision and zoning codes, laws, ordinances and regulations imposed by all governmental authorities having jurisdiction over the Leased Property;

(d) During and following completion of such construction, the parking and other amenities which are located in the Facility or on the Land shall remain adequate for the operation of the Facility for its Primary Intended Use and in no event shall such parking be less than that which is required by law (including any variances with respect thereto); provided, however, that to the extent additional parking is not already a part of a Capital Improvement, Tenant may construct additional parking on the Land in accordance with Section 10.1(a); or Tenant may acquire off-site parking to serve the Facility as long as such parking shall be reasonably proximate to, and dedicated to, or otherwise made available to serve, the Facility;

64

(e) All work done in connection with such construction shall be done as soon as reasonably practicable and using materials and resulting in work that is at least as good product and condition as the remaining areas of the Facility and in conformity with all Legal Requirements, including, without limitation, any applicable non-discrimination laws; and

(f) Promptly following the completion of any Landlord Approved Capital Improvements only, Tenant shall deliver to Landlord “as built” drawings of such addition (or written confirmation from the relevant general contractor or architect that such Capital Improvement has been built in accordance with the plans and specifications), certified as accurate by the licensed architect or engineer selected by Tenant, and copies of any new or revised certificates of occupancy.

10.3 Intentionally Omitted.

10.4 Ownership of Tenant Capital Improvements. Subject to Section 11.1(b), all Tenant Capital Improvements shall be the property of Landlord upon completion and upon the expiration or earlier termination of this Lease, all Tenant Capital Improvements shall remain the property of Landlord (without any obligation to reimburse Tenant for the costs thereof).

10.5 Funding of Tenant Capital Improvements.

(a) Tenant shall notify Landlord of any proposed Tenant Capital Improvements for which Landlord’s prior approval is required, which notice (the “Capital Improvement Notice”) shall be accompanied by (i) a reasonably detailed description of the proposed Tenant Capital Improvements, (ii) the then-projected cost of construction of the proposed Tenant Capital Improvements, (iii) copies of the plans and specifications, permits, licenses, contracts and preliminary studies concerning the proposed Tenant Capital Improvements, to the extent then-available, (iv) reasonable evidence that such proposed Tenant Capital Improvements will, upon completion, comply with all applicable Legal Requirements, and (v) reasonably detailed information regarding the terms upon which Tenant is considering seeking financing therefor, if any. To the extent in Tenant’s possession or control, Tenant shall provide to Landlord any additional information about such proposed Tenant Capital Improvements which Landlord may reasonably request. Landlord (or Landlord’s Affiliate) shall have the right (but not the obligation) to fund the cost of any proposed Tenant Capital Improvements on such arms-length terms and conditions as may be agreed to by Landlord and Tenant.

(b) Within thirty (30) days of receipt of a Capital Improvement Notice pursuant to this Section 10.5, Landlord shall have the right to notify Tenant as to whether it would be willing to fund all or a portion of such proposed Capital Improvement and, if so, the terms and conditions upon which it would do so. Any waiver of the right to fund or any failure to fund with respect to a specific Tenant Capital Improvements shall not affect Landlord’s rights under this Lease, including, without limitation, any continued rights under this Section 10.5. If Landlord proposes to fund such proposed Capital Improvements, Tenant shall have ten (10) Business Days to accept or reject Landlord’s funding proposal.

65

(c) In connection with any funding of Capital Improvements by Landlord, Landlord and Tenant may make agreed upon modifications to the Rent to reflect Landlord’s funding of the cost of such Tenant Capital Improvements.

10.6 Self Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (i) an Event of Default by Tenant hereunder and (ii) any default by Tenant in the performance of such work under this Lease (so long as in the case of this clause (ii) Landlord has provided Tenant thirty (30) days’ prior written notice thereof and Tenant has not cured such default within such thirty day period), Landlord shall have the right, from and after such occurrence, to enter onto the Leased Property in compliance with all applicable laws and perform any and all such work and labor necessary as reasonably determined by Landlord to complete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the Leased Property from damage (collectively, the “Landlord Work”). In connection with the foregoing, Landlord shall have the right, in each case, in its reasonable discretion: (i) to use any funds in the FF&E Reserve, CapEx Reserve, or the Construction Security (as applicable) for the purpose of making or completing such Landlord Work; (ii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion of such Landlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant which may be required by any of the contract documents; (v) to prosecute and defend all actions or proceedings in connection with the Leased Property or the rehabilitation and repair of the Leased Property; (vi) to do any and every act which Tenant might do in its own behalf to complete the Landlord Work; and (vii) charge Tenant with any costs incurred in connection with such Landlord Work and the exercise of Landlord’s rights under this Section 10.6 as Additional Charges. Nothing in this Lease shall: (1) make Landlord responsible for making or completing any Landlord Work; (2) require Landlord to expend funds from or in addition to the FF&E Reserve or CapEx Reserve (as applicable) to make or complete any Landlord Work; (3) obligate Landlord to proceed with any Landlord Work; or (4) obligate Landlord to demand from Tenant additional sums to make or complete any Landlord Work (but nothing herein shall prevent Landlord from demanding such amounts from Tenant as Additional Charges).

ARTICLE XI

NO LIENS

11.1 Liens.

(a) Subject to the provisions of Article XII relating to permitted contests and Article XVII with respect to Tenant’s financing, Tenant will not directly or indirectly create and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim (“Lien”) upon the Leased Property or any Capital Improvement thereto or upon the Gaming Licenses or upon Tenant’s Property (other than Intellectual Property, which is

66

governed by Section 6.3) to be transferred and assigned to Landlord pursuant to Section 6.4 and Section 36.1 or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Lease and the Liens granted to Landlord pursuant hereto; (ii) the Property Documents; (iii) restrictions, liens and other encumbrances which are expressly permitted by this Lease or consented to in writing by Landlord (such consent not to be unreasonably withheld unless otherwise provided herein); (iv) intentionally omitted; (v) Permitted Subleases and Permitted Management Agreements and related matters permitted by Article XXII; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII, provided that Tenant has provided appropriate reserves as required under GAAP and any foreclosure or similar remedies with respect to such Impositions have not been instituted and no notice as to the institution or commencement thereof has been issued except to the extent such institution or commencement is stayed no later than sixty (60) days after such notice is issued; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either not yet due or being contested in accordance with Article XII; (viii) any Lessor Liens or other liens created by Landlord; (ix) liens related to purchase money financing and equipment leases or equipment financing for Tenant’s Property which are used or useful in Tenant’s business on the Leased Property and consistent with the Operating Standard, and do not impair in any material respect Landlord’s rights under Section 36.1; (x) liens of any Permitted Leasehold Mortgage or Permitted Credit Facility Pledge; provided, however, in no event shall the foregoing be deemed or construed to permit Tenant to encumber its leasehold interest in the Leased Property or its direct or indirect interest (or the interest of any of its Subsidiaries or subtenants) in the Gaming Licenses (other than, in each case, to a Permitted Leasehold Mortgagee or a Permitted Credit Facility Pledge), without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion; and provided, further, that Tenant shall be required to provide Landlord with fully executed copies of any and all Permitted Leasehold Mortgages, Permitted Credit Facility Pledges, and related principal Debt Agreements; (xi) provisions of any easement agreements, street dedications or vacations, entitlements, public and/or private utility easements, licenses, declarations of covenants, conditions and restrictions, and other similar provisions, in each case expressly permitted or consented to pursuant to this Lease; (xii) non-exclusive licenses or sublicenses of Intellectual Property granted by Tenant or any of its Subsidiaries in the ordinary course of business or on terms that, taken together with all related transactions, are commercially reasonable; and (xiii) the licenses granted, and covenants agreed to, pursuant to: (1) that certain Trademark License Agreement, dated as of September 5, 2008, by and between Tenant and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and (2) that certain Coexistence Agreement, dated as of December 18, 2009, by and between Tenant and Hearst Communications, Inc. For the avoidance of doubt, the parties acknowledge and agree that, (A) except as expressly set forth herein, Tenant has not granted any liens in favor of Landlord as security for its obligations hereunder and (B) nothing contained herein shall be deemed or construed (i) to prohibit the issuance of a lien on the Equity Interests in Tenant or its Subsidiaries (or direct or indirect interests in Tenant or its Subsidiaries) or any direct or indirect parent of Tenant owning an interest in the Gaming Licenses pursuant to a Permitted Credit Facility Pledge (it being agreed that any foreclosure by a lien holder on such direct or indirect interests in Tenant shall be subject to the restriction on Tenant Change of Control set forth in Article XXII) or (ii) to prohibit Tenant from pledging its Accounts (other than, for the avoidance of doubt, the CapEx Reserve, the FF&E Reserve, the Covenant Security Escrow Account, and any Construction Security or Construction Security Escrow Account) and other Tenant’s Property and other property of Tenant to the extent it does not constitute Tenant’s Pledged Property.

67

(b) Landlord and Tenant intend that this Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Lease is not an attempt by Landlord or Tenant to evade the operation of any aspect of the law applicable to any of the Leased Property. Except as otherwise required by applicable law or any accounting rules or regulations, Landlord and Tenant hereby acknowledge and agree that this Lease is intended to constitute a “true lease” for all other purposes, including federal, state and local tax purposes, commercial purposes, and bankruptcy purposes and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation with respect to the Leased Property (but not with respect to any Tenant Capital Improvements, except as provided in the next sentence) for all federal, state and local tax purposes. Without prejudice to Sections 10.1(b)(v) or Section 10.4, Tenant shall be entitled to all benefits of ownership of any Tenant Capital Improvements during the Term, including depreciation for all federal, state and local tax purposes, except to the extent of any Tenant Capital Improvements that are actually paid for by Landlord (it being understood that Landlord has no right or obligation to pay for any Tenant Capital Improvements except in accordance with Section 10.5).

(c) If, notwithstanding (x) the form and substance of this Lease and (y) the intent of the parties, and the language contained herein providing that this Lease shall at all times be construed, interpreted and applied to create an indivisible lease of all of the Leased Property, any court of competent jurisdiction orders that this Lease is a financing arrangement (a “Recharacterization”), then (subject to the parties’ rights to appeal such Recharacterization order) this Lease shall be considered a secured financing agreement and Landlord’s rights to the Leased Property shall be the holder of a perfected first priority deed of trust, assignment of rents and security agreement (a “Recharacterized Deed of Trust”) naming Tenant as grantor, Landlord as beneficiary, and an Approved Trustee, as “Trustee” (a “Recharacterized Deed of Trust Trustee”) encumbering the Leased Property to secure the payment and performance of all the obligations of Tenant hereunder and, to that end, in the event of a Recharacterization, but only in event of a Recharacterization and not any time prior thereto, the following shall apply:

(i) Tenant grants, assigns, transfers, conveys and confirms unto such Recharacterized Deed of Trust Trustee, IN TRUST, WITH POWER OF SALE, for the benefit of Landlord as beneficiary, as security to secure the payment and performance of all the obligations of Tenant under the Lease all Tenant’s right, title and interest in and to the Leased Property. Without limiting the foregoing, there is assigned by Tenant to Landlord all “Rents” as defined in NRS 107A.140 (2019), of the Leased Property, and this instrument shall be an “Assignment of Rents,” as defined in NRS 107A. 040 (2019), under the Nevada Uniform Assignment of Rents Act, NRS Chapter 107A (2019), or successor statute then in effect. Where not inconsistent with this Lease, the following covenants, Nos. 1; 2 (but solely to the extent that the court described above has held that the obligations under Article XIII of the Lease are no longer in effect, in which case the insurance coverages, amounts and requirements set forth in Article XIII of the Lease shall be the coverages, amounts and requirements for purposes of this No. 2); 3; 4 (default rate under the Lease); 5; 6; 7 (attorneys’ fees as required under the Lease); 8 and 9 of NRS 107.030 (2019) or successor statute then in effect are hereby adopted and made a part of any Recharacterized Deed of Trust.

68

(ii) If, notwithstanding (a) the form and substance of the Lease and (b) the intent of the parties, and the language contained herein providing that this Lease shall at all times be construed, interpreted and applied to create an indivisible lease of all of the Leased Property, a Recharacterization occurs, Tenant (and each Permitted Leasehold Mortgagee) has (A) authorized Landlord, at the expense of Tenant, to make any filings or take other actions as Landlord reasonably determines are necessary or advisable in order to effect fully this Lease or to more fully perfect or renew the rights of the Landlord, including, without limitation, irrevocably authorizing Landlord to file in any UCC jurisdiction any initial financing statements and amendments thereto that indicate collateral as being the Leased Property and the Tenant’s Pledged Property, and (B) to subordinate to the Landlord the lien of any Permitted Leasehold Mortgagee with respect to the Leased Property (it being understood that nothing herein shall affect the rights of a Permitted Leasehold Mortgagee under this Lease).

(iii) Landlord and Tenant acknowledge and agree that, in the event of a Recharacterization, Landlord’s rights under a Recharacterized Deed of Trust shall automatically be collaterally assigned to the Fee Mortgagee pursuant to the terms of the Fee Mortgage with the most senior priority as additional security for the indebtedness secured thereby.

(d) At any time and from time to time upon the request of Landlord or Tenant, and at the expense of the requesting party, Tenant or Landlord, as applicable, shall promptly execute, acknowledge and deliver such further documents and do such other acts as the requesting party may reasonably request in order to effectuate fully this Lease or to more fully perfect or renew the rights of the requesting party with respect to the Leased Property. Upon the exercise by Landlord or Tenant of any power, right, privilege or remedy pursuant to this Lease which requires any consent, approval, recording, qualification or authorization of any governmental authority, Tenant or Landlord, as applicable, will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the exercising party may be required to obtain from such other party for such consent, approval, recording, qualification or authorization.

11.2 Landlord Encumbrance Obligations. Landlord agrees that Landlord shall not create or permit to exist at any time any Lessor Lien and Landlord shall, at its own cost and expense, promptly take such action as may be reasonably necessary duly to discharge, or to cause to be discharged, all Lessor Liens attributable to it or any of its Affiliates (and Tenant shall not be responsible for any monetary or other obligations under or in connection with any Lessor Lien); provided, however, that Landlord shall not be required to so discharge any such Lessor Lien(s) (i) while the same is being contested in good faith by appropriate proceedings diligently prosecuted (so long as neither the Leased Property, nor any Capital Improvement thereto, nor any part or interest in either thereof, would be in any imminent danger of being sold, forfeited, attached or lost pending the outcome of such proceedings and provided that Tenant would not be in any imminent danger of civil or criminal liability on account thereof pending the outcome of such proceedings) or (ii) if such Lessor’s Lien(s) would not be reasonably expected to materially adversely affect the rights of Tenant under this Lease, impair in any material respect Tenant’s ability to perform its obligations under this Lease or impose additional obligations on Tenant under this Lease or result in the termination of this Lease. Landlord shall indemnify and hold harmless Tenant from and against any actual loss, cost or expense (including reasonable legal fees and expenses) which may be suffered or incurred by Tenant or its Affiliates as the result of Landlord’s failure to discharge and satisfy any such Lessor Lien to the extent Landlord is required to do so in accordance with the terms hereof.

69

ARTICLE XII

PERMITTED CONTESTS

12.1 Permitted Contests. Tenant, upon prior Notice to Landlord, on its own, or in Landlord’s name, at Tenant’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any licensure or certification decision (including pursuant to any Gaming Regulation), Imposition, Legal Requirement, Insurance Requirement, or Lien (but not Liens granted to Landlord pursuant to this Lease); provided, however, that (i) in the case of an unpaid Imposition or Lien, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property or any Capital Improvement thereto; (ii) neither the Leased Property or any Capital Improvement thereto, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Landlord nor Tenant would be in any imminent danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) in the case of a Legal Requirement, Imposition or Lien, Tenant shall give such reasonable security as may be required by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any Capital Improvement thereto or the Rent by reason of such non-payment or noncompliance; (v) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi) Tenant shall keep Landlord reasonably informed as to the status of the proceedings; (vii) if such contest be finally resolved against Landlord or Tenant, Tenant shall promptly pay any applicable amount required to be paid, together with all interest and penalties accrued thereon, and comply with any applicable Legal Requirement or Insurance Requirement; and (h) in the case of any Lien, no foreclosure of similar remedies shall have been instituted and no notice as to the institution or commencement thereof have been issued except to the extent such institution is stayed no later than ten (10) Business Days after such notice is issued. Notwithstanding anything to the contrary contained herein (but without limiting Landlord’s obligations under Section 41.14), with respect to any Liens under Section 11.1(a)(viii), such Lien must be discharged or bonded over within sixty (60) days of the filing of such Lien. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. The provisions of this Article XII shall not be construed to permit Tenant to contest the payment of Rent or any other amount (other than Impositions or Additional Charges which Tenant may from time to time be required to impound with Landlord) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any such contest and any loss resulting therefrom, except in any instance where Landlord opted to join and joined as a party in the proceeding despite Tenant’s having sent Notice to Landlord of Tenant’s preference that Landlord not join in such proceeding.

70

ARTICLE XIII

INSURANCE

13.1 Property Insurance Requirements. During the Term, Tenant or a Tenant Party shall at all times keep the Leased Property, and all property located in or on the Leased Property, including Capital Improvements, the Fixtures and Tenant’s Property, insured with the kinds and amounts of insurance described below. Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property and Tenant’s Property and operations thereon. Such insurance shall be written by companies permitted to conduct business in the State. All policies required under this Lease must name Landlord as an “additional named insured” or “additional insured” as appropriate. All business interruption policies shall name Landlord as “loss payee” with respect to Rent only. Property losses shall be payable to Landlord and/or Tenant as provided in Article XIV. In addition, the policies, as appropriate, shall name as an “additional named insured” or “additional insured” as appropriate and “mortgagee/loss payee”, as their interest may appear, each Permitted Leasehold Mortgagee and as an “additional insured” and/or “mortgagee/loss payee” as their interest may appear, the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the Leased Property in accordance with the provisions of Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement. Except as otherwise set forth herein, any property insurance loss adjustment settlement shall require the written consent of Landlord, Tenant, and each Facility Mortgagee (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss net of the applicable deductible is less than One Hundred Million Dollars ($100,000,000) in which event no such consent shall be required. Evidence of insurance shall be deposited with Landlord and, if requested, with any Facility Mortgagee(s). The insurance policies required to be carried by Tenant or a Tenant Party hereunder shall insure against all the following risks with respect to the Facility:

(a) Loss or damage by fire, vandalism and malicious mischief, extended coverage perils commonly known as “All Risk,” and all physical loss perils normally included in such All Risk insurance, including, but not limited to, sprinkler leakage, collapse, windstorm (including named storm) and terrorism in an amount not less than the full replacement of the Leased Improvements (but in no event less than a minimum amount of Four Billion Dollars ($4,000,000,000.00) and including a building ordinance coverage endorsement, coverage for loss to the undamaged portion in an amount equal to the full replacement cost for the undamaged portion and for coverage for demolition costs and coverage for increased costs of construction in amounts acceptable to Landlord, provided, that Tenant shall have the right (i) to limit maximum insurance coverage for loss or damage by earthquake (including earth movement) in an amount not less than the annual aggregate gross loss estimates for a 475 year event as indicated in a seismic risk analysis (such analysis to be approved by Landlord and secured by the Tenant utilizing the most current RMS software, or its equivalent), including loss amplification, at the expense of the Tenant and, to the extent the Leased Property is covered under a blanket policy, such seismic risk analysis shall include all high risk locations covered by the earthquake limit or as may be requested by Landlord and commercially available; provided, further, with respect to the terrorism coverage required herein, in the event TRIPRA is no longer in effect, Tenant shall be required to carry terrorism insurance as required herein, provided that in the event the premium cost of any terrorism peril coverages are available only for a premium that is more than 2 times the current premium

71

paid by Tenant, then Tenant shall be entitled and required to purchase the maximum amount of insurance coverage it reasonably deems most efficient and prudent to purchase for such peril and Tenant shall not be required to spend additional funds to purchase additional coverages insuring against such risks; and provided, further, that certain property coverages other than earthquake, flood and windstorm may be sub-limited as long as each sub-limit (x) is commercially available and prudent as determined by Tenant and (y) to the extent that the amount of such sub-limit is less than the amount of such sub-limit in effect as of the Effective Date, such sub-limit is approved by Landlord, such approval not to be unreasonably withheld;

(b) Loss or damage by explosion of steam boilers, pressure vessels or similar apparatus, now or hereafter installed in the Facility, in such limits with respect to any one accident as may be reasonably requested by Landlord from time to time;

(c) Flood, if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area,” flood hazard insurance in an amount equal to the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended plus such greater amount as may be requested by Landlord and commercially available;

(d) Loss of rental value, on an actual loss sustained basis, covering the twenty-four (24) month period from the date of any Casualty Event, in an amount not less than 100% of the rent payable hereunder and normal Operating Expenses (including ninety (90) days ordinary payroll) for a period of twenty-four (24) months with an extended period of indemnity coverage of at least three hundred sixty five (365) days necessitated by the occurrence of any of the hazards described in Sections 13.1(a), 13.1(b) or 13.1(c);

(e) Claims for injury to persons or property damage under a policy of commercial general liability insurance including but not limited to coverage for terrorism, premises/operations, blanket contractual liability, liquor liability, special events or activities to the extent insurable, independent contractors and personal injury with limits not less than Four Hundred Million Dollars ($400,000,000) each occurrence and Four Hundred Million Dollars ($400,000,000) in the annual aggregate, provided, that such requirements may be satisfied through the purchase of a primary general liability policy and excess liability policies;

(f) Claims for bodily injury and property damage under a policy of business automobile liability including garage and garagekeepers liability and containing provisions and endorsements in accordance with state legal requirements, with primary limits not less than One Million Dollars ($1,000,000) per accident and excess limits provided in the excess liability policies referred to above;

(g) During such time as Tenant or any subtenant is constructing any improvements at the Facility, Tenant, at its sole cost and expense, shall carry, or cause to be carried (i) workers’ compensation insurance and employers’ liability insurance covering all persons employed in connection with the improvements in statutory limits, (ii) a completed operations endorsement to the commercial general liability insurance policy referred to above, (iii) builder’s risk insurance, completed value form (or its equivalent), covering all physical loss, in an amount and subject to policy conditions satisfactory to Landlord, and (iv) such other insurance, in such amounts, as Landlord deems reasonably necessary to protect Landlord’s interest in the Leased Property from any act or omission of Tenant’s or such subtenant’s contractors or subcontractors;

72

(h) If any operations of Tenant or any subtenant require the use of any aircraft or watercraft that is owned, leased or chartered by Tenant or any subtenant with respect to the Leased Property, Tenant shall maintain or cause to be maintained aircraft liability insurance, as appropriate, with limits not less than One Hundred Million Dollars ($100,000,000) combined single limit for bodily injury and property damage including passengers and crew and watercraft liability insurance, as appropriate, with limits not less than Ten Million Dollars ($10,000,000) combined single limit for bodily injury and property damage including passengers and crew;

(i) Tenant may provide or cause to be provided self-insured retentions for portions of the insurance contemplated under this Section 13.1 in commercially reasonable amounts, it being agreed that the amounts of the self-insured retentions in effect as of the Effective Date are commercially reasonable. Upon (i) the termination of this Lease with respect to the Facility pursuant to Section 14.2, (ii) the election of any Facility Mortgagee pursuant to Section 14.1 to apply any proceeds payable under any property policy of insurance in accordance with the applicable Facility Mortgage, or (iii) any proceeds payable under any property policy of insurance being retained by Landlord pursuant to Section 14.2(e), Tenant shall pay to Landlord the amount of any self-insured retentions;

(j) During the Term, Tenant shall maintain or cause to be maintained environmental impairment liability pollution liability insurance on the Leased Property in the form of a pollution legal liability or pollution and remedial legal liability (or similar product) (“PLL”) insurance policy. Such PLL insurance shall cover the Facility and provide coverage for on and off site cleanup costs for new and historical pollution conditions, and shall include coverage for first- and third- party bodily injury and property damage claims related to pollution conditions. The PLL policy shall have three (3) year policy period if the same is commercially available and, if not commercially available, it shall have an annual policy period. The PLL policy will have a per claim limit of no less than Twenty-Five Million Dollars ($25,000,000), and an aggregate policy limit of no less than Twenty-Five Million Dollars ($25,000,000), with a self-insured retention or deductible of no greater than Fifty Thousand Dollars ($50,000). Such policy shall include coverage for claims for microbial matter and legionella, with the same combined single limits as referenced above, with a self-insured retention or deductible of no greater than One Million Dollars ($1,000,000). The PLL policy shall have the Tenant as First Named Insured and Landlord, with its successors, assigns and/or affiliates (as their interests may appear) as Additional Named Insureds (“ANI”) (with the Fee Mortgagee as ANI as may be required). The PLL policy (i) shall not be permitted to cover any additional locations during the policy terms, (ii) shall name the Fee Mortgagee as ANI with an automatic right of assignment to the Fee Mortgagee in the event of default throughout the policy term, (iii) in the event the policy is cancelled by the insurers, a copy of such cancellation notice shall also be mailed to the Fee Mortgagee, (iv) shall not be cancelled or materially modified by Tenant without the prior written consent of the Fee Mortgagee and (v) shall, during the Term, include the same coverages, terms, conditions and endorsements (and shall not be amended in any way without the prior written consent of the Fee Mortgagee) as the PLL policy approved as of the date hereof. Any Underground Storage Tanks (USTs) located on the Leased Property shall be covered on the PLL policy, or be covered as a separate UST policy that shall be maintained during the Term. Notwithstanding the foregoing or anything to the contrary set forth herein, the parties agree that Landlord shall take the lead role in procuring, on Tenant’s behalf, the initial PLL policy to be in effect as of the date hereof and Tenant shall pay or otherwise reimburse Landlord for the cost of such initial PLL policy; and

73

(k) During the Term, Tenant shall maintain or cause to be maintained cyber liability insurance, with limits not less than Seventy-Five Million Dollars ($75,000,000) per claim. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Tenant in this Lease, and shall include, but not be limited to, claims involving network security and privacy liability. If the Tenant maintains broader coverage and/or higher limits than the minimum shown above, the Landlord requires and shall be entitled to the broader coverage and/or the higher limits maintained by Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Landlord.

13.2 Workers’ Compensation. In addition to the insurance described above, Tenant shall at all times maintain or cause to be maintained adequate workers’ compensation coverage and any other coverage required by Legal Requirements for all Persons employed by Tenant on the Leased Property in accordance with Legal Requirements.

13.3 Waiver of Subrogation. All insurance policies carried by either party covering the Leased Property or Tenant’s Property, including, without limitation, contents, fire and liability insurance, shall expressly waive any right of subrogation on the part of the insurer against the other party. Each party, respectively, shall pay any additional costs or charges for obtaining such waiver.

13.4 Policy Requirements. All of the policies of insurance referred to in this Article XIII shall be written in form reasonably satisfactory to Landlord and any Facility Mortgagee and issued by insurance companies with a financial strength and claims paying ability rating of (x) “A” or better by S&P and (y) “A2” or better by ▇▇▇▇▇’▇, to the extent ▇▇▇▇▇’▇ rates the applicable insurance company, and (z) “A” or better by Fitch, to the extent Fitch rates the applicable insurance company; provided, however for multi-layered policies or insurance provided by a syndicate of five (5) or more insurers, (A) with respect to sixty percent (60%) of such insurance coverage (or seventy-five percent (75%) if four (4) or fewer insurance companies issue the policies), Tenant shall use commercially reasonable efforts to have such insurance provided by insurance companies having a claims paying ability rating of “A” or better by S&P and “A2” or better by ▇▇▇▇▇’▇ (to the extent ▇▇▇▇▇’▇ rates the applicable insurance company) (the “60% Standard”); provided, if after using commercially reasonable efforts, Tenant is unable to obtain any or all of such sixty percent (60%) of insurance coverage from insurance companies meeting the 60% Standard (the amount of such insurance Tenant is unable to obtain, the “60% Gap”), the 60% Gap shall be provided by insurance companies having a claims paying ability rating of A:X or better in the current Best’s Insurance Reports (provided, no such individual insurance company providing a portion of the 60% Gap may provide more than ten percent (10%) of the overall insurance coverage) and (B) with respect to the remaining forty percent (40%) of the insurance coverage (or the remaining twenty-five percent (25%) if four (4) or fewer insurance companies issue the Policies), Tenant shall use commercially reasonable efforts to have such insurance provided by insurance companies having a claims paying ability rating of “BBB+” or better by S&P and “Baa1” or better by Moody’s (to the extent Moody’s rates the applicable insurance company) (the “40% Standard”); provided, if after using commercially reasonable efforts, Tenant

74

is unable to obtain any or all of such forty percent (40%) of insurance coverage from insurance companies meeting the 40% Standard (the amount of such insurance Tenant is unable to obtain, the “40% Gap”), the 40% Gap shall be provided by insurance companies having a claims paying ability rating of A-:VIII or better in the current Best’s Insurance Reports (provided, no such individual insurance company providing a portion of the 40% Gap may provide more than ten percent (10%) of the overall insurance coverage). If Tenant obtains and maintains the general liability insurance described in Section 13.1(e) on a “claims made” basis, Tenant shall provide continuous liability coverage for claims arising during the Term. In the event such “claims made” basis policy is canceled or not renewed for any reason whatsoever (or converted to an “occurrence” basis policy), Tenant shall either obtain (a) “tail” insurance coverage converting the policies to “occurrence” basis policies providing coverage for a period of at least three (3) years beyond the expiration of the Term, or (b) an extended reporting period of at least three (3) years beyond the expiration of the Term. Tenant shall pay all of the premiums therefor, and deliver certificates thereof to Landlord prior to their effective date (and with respect to any renewal policy, deliver certificates thereof to Landlord within ten (10) days of binding insurance), and in the event of the failure of Tenant either to effect such insurance in the names herein called for or to pay the premiums therefor, or to deliver such certificates thereof to Landlord, at the times required, Landlord shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, in which event the cost thereof, together with interest thereon at the Overdue Rate, shall be repayable to Landlord upon demand therefor. Tenant shall obtain, to the extent available on commercially reasonable terms, the agreement of each insurer, by endorsement on the policy or policies issued by it, or by independent instrument furnished to Landlord, that it will give to Landlord thirty (30) days’ (or ten (10) days’ in the case of non-payment of premium) Notice before the policy or policies in question shall be altered, allowed to expire or cancelled.

13.5 Increase in Limits. If, from time to time after the Effective Date, but not more than once in any 12-month period, Landlord determines in the exercise of its reasonable business judgment that the limits of the personal injury and/or property damage-public liability insurance then-carried pursuant to Section 13.1(e) and this Section 13.5 (the “Current Insurance Limits”) are insufficient, Landlord may give Tenant Notice of increased limits for personal injury and/or property damage-public liability insurance to be carried, provided that such increased limits are then-available and commercially reasonable, and within one hundred eighty (180) days after the receipt of such Tenant Notice, the insurance shall thereafter be carried with such increased limits as prescribed by Landlord until further increase pursuant to the provisions of this Section 13.5.

13.6 Blanket Policy. Any blanket insurance policy shall specifically allocate to the Leased Property the amount of coverage from time to time required hereunder or shall otherwise provide the same protection as would a separate policy insuring only the Leased Property hereof, subject to review and approval by Landlord based on the schedule of locations and values, and such other documentation required by Landlord. Further, to the extent the policies are maintained pursuant to a blanket insurance policy that covers more than one location within a radius of the Leased Property equal to (a) with respect to property coverage, the lesser of one thousand feet and any radius required pursuant to any Facility Mortgage then in effect, and (b) with respect to terrorism coverage, one thousand feet (each, the “Radius”), the limits of such blanket insurance policy must be sufficient to maintain property and terrorism coverage as set forth in this Article XIII for the Leased Property and any and all other locations combined within the applicable Radius that are covered by such blanket insurance policy calculated on a total insured value basis.

75

13.7 No Separate Insurance. Tenant shall not, on Tenant’s own initiative or pursuant to the request or requirement of any third party, (i) take out separate insurance concurrent in form or contributing in the event of loss with that required in this Article XIII to be furnished by, or which may reasonably be required to be furnished by, Tenant or (ii) increase the amounts of any then-existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of the insurance, including in all cases Landlord and all Facility Mortgagees, are included therein as additional insureds or additional named insureds, as appropriate, and the loss is payable under such insurance in the same manner as losses are payable under this Lease. Notwithstanding the foregoing, nothing herein shall prohibit Tenant from insuring against risks not required to be insured hereby, and as to such insurance, Landlord and any Facility Mortgagee need not be included therein as additional insureds, nor must the loss thereunder be payable in the same manner as losses are payable hereunder except to the extent required to avoid a default under the Facility Mortgage. In addition, nothing contained herein shall limit Tenant’s ability to procure policies of insurance with limits in excess of the requirements set forth in this Article XIII.

13.8 Captive Insurance Company Requirements. With respect to any captive insurance company providing the terrorism insurance required pursuant to Section 13.1, such captive insurance company must meet the requirements set forth on Exhibit N attached hereto.

ARTICLE XIV

CASUALTY

14.1 Property Insurance Proceeds. All proceeds (except business interruption insurance proceeds not allocated to rent expenses which shall be payable to and retained by Tenant) payable by reason of any property loss or damage to the Leased Property, or any portion thereof, under any property policy of insurance required to be carried hereunder shall be paid to Fee Mortgagee or to an escrow account held by a third party depositary reasonably acceptable to Landlord and Tenant (pursuant to an escrow agreement acceptable to the parties and intended to implement the terms hereof) and made available to Tenant upon request for the reasonable costs of preservation, stabilization, emergency restoration, business interruption, reconstruction and repair, as the case may be, of any damage to or destruction of the Leased Property, or any portion thereof; provided, however, that the portion of such proceeds that are attributable to Tenant’s obligation to pay Rent and Additional Charges shall be applied against Rent and Additional Charges due by Tenant hereunder as Rent and Additional Charges become due; and provided, further, that if the total amount of proceeds payable net of the applicable deductibles is One Hundred Million Dollars ($100,000,000) or less, and, if no Event of Default has occurred and is continuing, the proceeds shall notwithstanding the foregoing provisions be paid to Tenant and, subject to the limitations set forth in this Article XIV used for the repair of any damage to the Leased Property; provided, further, that, in each case, the Leased Property is rebuilt in a manner at least substantially equivalent to the condition of the Leased Property that existed immediately prior to the casualty and with materials and workmanship of like kind and quality and as otherwise reasonably satisfactory to Landlord. Any excess proceeds of insurance remaining after the completion of the restoration or reconstruction of the Leased Property to substantially the condition described in the preceding sentence shall be paid to Tenant. All salvage resulting from any risk covered by insurance for damage or loss to the Leased Property shall belong to Landlord. Tenant shall have the right to prosecute and settle insurance claims, provided that Tenant shall consult with and involve Landlord in the process of adjusting any insurance claims under this Article XIV and any final settlement with the insurance company shall be subject to Landlord’s consent, such consent not to be unreasonably withheld.

76

14.2 Tenant’s Obligations Following Casualty.

(a) If the Facility and/or any Tenant Capital Improvements to the Facility are damaged, whether or not from a risk covered by insurance carried by Tenant, except as otherwise provided herein, (i) Tenant shall restore such Leased Property (including any Tenant Capital Improvements and all Required CapEx), to substantially the condition required by Section 14.1, (ii) such damage shall not terminate this Lease and (iii) subject to Section 14.5, Landlord shall cause the Fee Mortgagee to make the proceeds of any insurance held in accordance with Section 14.1 available to Tenant for such restoration in accordance with Section 14.1.

(b) In the event that the Facility is damaged during the final two years of the then-current Term (after giving effect to any Renewal Notice that has been delivered) and Tenant reasonably determines that the cost to restore such damage will exceed twenty percent (20%) of the fair market value of the Facility immediately prior to such Casualty Event, either Landlord or Tenant may terminate this Lease as of the date of such damage (and all obligations of Tenant to pay Rent and Additional Charges shall cease as of the day before the date of such termination), which may be exercised by written notice to the other party no later than thirty (30) days following the determination of the cost reasonably expected to restore. If so terminated, all proceeds of insurance with respect to such Casualty Event (except business interruption not allocated to rent expenses which shall be payable to and retained by Tenant) shall be paid to Landlord (including, for the avoidance of doubt, any proceeds paid to Tenant pursuant to the second proviso in Section 14.1). Any dispute between Landlord and Tenant with respect to fair market value or the costs of restoration will be determined by Experts pursuant to Section 34.1.

(c) If Tenant is required, or elects to, restore the Facility and the reasonably anticipated cost of the repair or restoration exceeds the amount of proceeds reasonably expected to be received from the insurance required to be carried hereunder, Tenant shall provide Landlord with evidence reasonably acceptable to Landlord that Tenant has available to it any excess amounts needed to restore the Facility (a “Restoration Deficiency”). Such excess amounts necessary to restore the Facility shall be paid by Tenant and, if required by Landlord, Tenant shall deposit, or caused to be deposited, Construction Security for such excess amounts (in the same manner as described in Section 10.1(c)). If Tenant elects or is required, to restore the Facility, Landlord shall only be required to make insurance proceeds available to Tenant for such restoration in accordance with Section 14.1 if Tenant reasonably demonstrates that such restoration can be completed within four (4) years of the date on which Tenant can reasonably access the Facility for the purpose of commencing restoration.

(d) If Tenant has not restored the affected Leased Property and the Primary Intended Use has not recommenced by the date that is the fourth (4th) anniversary of the date on which Tenant can reasonably access the Facility for the purpose of commencing restoration, all remaining insurance proceeds and the Construction Security shall be paid to and retained by Landlord free and clear of any claim by or through Tenant unless Tenant is continuing to prosecute the rebuilding or restoration with reasonable diligence.

77

(e) In the event that Tenant is neither required nor elects to repair and restore the affected Leased Property, all property insurance proceeds (except for, subject to no Event of Default having occurred and being continuing, any business interruption proceeds in excess of Tenant’s Rent and Additional Charges obligations hereunder which shall be retained by Tenant), shall be paid to and retained by Landlord free and clear of any claim by or through Tenant except as otherwise specifically provided below in this Article XIV.

14.3 No Abatement of Rent. This Lease shall remain in full force and effect and Tenant’s obligation to pay the Rent, Additional Charges and all other charges required by this Lease shall remain unabated during the period required for adjusting insurance, satisfying Legal Requirements, repair and restoration.

14.4 Waiver. Tenant waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property but such waiver shall not affect any contractual rights granted to Tenant under this Article XIV.

14.5 Insurance Proceeds Paid to Fee Mortgagee. Notwithstanding anything herein to the contrary, in the event that any Fee Mortgagee is entitled to any insurance proceeds, or any portion thereof, under the terms of any Fee Mortgage, such proceeds (except business interruption not allocated to rent expenses which shall be payable to and retained by Tenant) shall be applied, held and/or disbursed in accordance with the terms of the Fee Mortgage but in all events subject to Tenant’s right to such insurance proceeds (including Tenant’s right to receive all insurance proceeds for a Casualty Event less than One Hundred Million Dollars ($100,000,000) in accordance with Section 14.1) and provided, that, (i) in the event of a Casualty Event involving proceeds of One Hundred Million Dollars ($100,000,000) or more where Tenant elects to restore the Facility in accordance with this Article XIV and Tenant reasonably demonstrates that such restoration can be completed within four (4) years of the date on which Tenant can reasonably access the Facility for the purpose of commencing restoration (after the date of such Casualty Event but without regard to the date on which Tenant elects to restore the Facility), or (ii) in the event of a Casualty Event involving proceeds of One Hundred Million Dollars ($100,000,000) or more where Tenant is required by this Lease to restore the Facility, Landlord will cause, subject to Section 14.2(e), any Fee Mortgagee that has received, or thereafter does receive, insurance proceeds to make such proceeds available to Tenant for the reasonable costs of preservation, stabilization, emergency restoration, reconstruction and repair for the Facility.

14.6 Termination of Lease; Abatement of Rent. In the event this Lease is terminated, all obligations of Tenant to pay Rent and Additional Charges shall cease as of the date of the Casualty Event and Landlord shall retain any claim which Landlord may have against Tenant for failure to insure such Leased Property as required by Article XIII.

14.7 Multiple Fee Mortgagees. In any provisions of this Article XIV, Article XV or any other provision of this Lease providing for any determination, decision or election by a Fee Mortgagee, the determination, decision or election of the Fee Mortgagee of the highest priority shall be controlling.

78

ARTICLE XV

CONDEMNATION

15.1 Condemnation.

(a) Total Taking. If there is a permanent Condemnation of Leased Property with respect to all or substantially all of the Facility, this Lease shall terminate as of the day before the Date of Taking for the Facility and all obligations of Tenant to pay Rent and Additional Charges shall cease as of the day before the Date of Taking.

(b) Partial Taking.

(i) If there is a Condemnation of a portion of the Facility, this Lease shall remain in effect if the Facility is not thereby rendered, in the reasonable determination of Tenant, Unsuitable for Its Primary Intended Use, but if the Facility is thereby rendered Unsuitable for Its Primary Intended Use, this Lease shall at Tenant’s option terminate as of the date on which Notice of such determination is delivered to Landlord, and all obligations of Tenant to pay Rent and Additional Charges shall cease as of the date which Notice of such determination is delivered to Landlord.

(ii) In the event of a Condemnation of a portion of the Facility representing twenty percent (20%) or more of the fair market value of the Facility during the final two years of the then-current Term (after giving effect to any Renewal Notice that has been delivered), either Landlord or Tenant may terminate this Lease as of the day before the Date of Taking. Any dispute between Landlord and Tenant with respect to the extent of a Condemnation will be determined by Experts pursuant to Section 34.1.

(c) Restoration. If there is a partial Condemnation of any portion of the Facility and this Lease remains in full force and effect with respect to the Facility, Landlord shall make available to Tenant the portion of the Award applicable to restoration of the Leased Property, and Tenant shall accomplish all necessary restoration whether or not the amount provided by the Condemnor for restoration is sufficient and, if such restoration is not capable of being completed and such Condemnation results in a material adverse effect on the operations of such portion of the Facility, the Base Rent shall be reduced by such amount as may be agreed upon by Landlord and Tenant or, if they are unable to reach such an agreement within a period of ninety (90) days after the occurrence of the Condemnation, then the Base Rent for the Facility shall be proportionately reduced based on the relative values of the property taken by condemnation and the portion of the Facility remaining subject to the Lease. In the event that Landlord and Tenant are unable to agree on such relative values within such ninety (90) day period, either Landlord or Tenant may request that such relative values be determined by Experts in accordance with Section 34.1. Tenant shall restore such Leased Property (as nearly as possible under the circumstances) to a complete architectural unit of the same general character and condition as such Leased Property existing immediately prior to such Condemnation. If Tenant has not so restored the affected Leased Property and the Primary Intended Use has not recommenced by the date that is the fourth (4th) anniversary of the date on which Tenant can reasonably access the Facility for the purpose of commencing restoration, any remaining Award shall be paid to and retained by Landlord free and clear of any claim by or through Tenant unless Tenant is continuing to prosecute the rebuilding or restoration with reasonable diligence.

79

15.2 Award Distribution. The entire Award shall belong to and be paid to Landlord. Tenant shall, however, be entitled to pursue its own claim with respect to the Condemnation for Tenant’s lost profits value and moving expenses and Excluded Assets and, the portion of the Award, if any, allocated to any Tenant’s Property not required to be transferred at the end of the Term.

15.3 Temporary Taking. The taking of the Leased Property, or any part thereof, shall constitute a Condemnation only when the use and occupancy by the taking authority is reasonably expected to exceed 180 consecutive days (any such taking that does not constitute a Condemnation shall be referred to as a “Temporary Taking”). During any Temporary Taking, all the provisions of this Lease shall remain in full force and effect and the Award allocable to the Term shall be paid to Tenant. Notwithstanding the foregoing or anything to the contrary contained herein and without prejudice to any of Tenant’s other rights under this Article XV, Tenant shall be entitled to receive all Awards up to Five Million Dollars ($5,000,000) in the aggregate with respect to any Condemnation (which is not reasonably expected to exceed 365 consecutive days) which, by its nature, is not reasonably expected to have a material adverse effect on the Leased Property or extend beyond the Term; provided, that to the extent that the Award(s) for any Condemnation exceeds Five Million Dollars ($5,000,000) in the aggregate (and without prejudice to any other rights of Tenant hereunder with respect to such Award(s) including the use thereof for restoration as provided herein), Landlord and Tenant shall discuss, in good faith, whether it is reasonable under the circumstances for such amount to be paid to Tenant, taking into account the adverse effects of any such Condemnation on Tenant’s operations at the Leased Property, and if so, such Award(s) shall be paid to Tenant.

15.4 No Abatement of Rent. This Lease shall remain in full force and effect and Tenant’s obligation to pay the Rent, Additional Charges and all other charges required by this Lease shall remain unabated during the period required for claiming an Award, satisfying Legal Requirements and restoration.

15.5 Waiver. Tenant waives any statutory rights of termination which may arise by reason of any Condemnation of the Leased Property but such waiver shall not affect any contractual rights granted to Tenant under this Article XV.

15.6 Award Paid to Fee Mortgagee. Notwithstanding anything herein to the contrary, in the event that any Fee Mortgagee is entitled to any Award, or any portion thereof, under the terms of any Fee Mortgage, such Award shall be applied, held and/or disbursed in accordance with the commercially reasonable terms of the Fee Mortgage; provided, that, (i) in the event of a Condemnation where Tenant elects to restore the Facility in accordance with this Article XV and Tenant reasonably demonstrates that such restoration can be completed within four (4) years of the date on which Tenant can reasonably access the Facility for the purpose of commencing restoration (after the date of such Condemnation but without regard to the date on which Tenant elects to restore the Facility), or (ii) in the event of a Condemnation where Tenant is required by this Lease to restore the Facility, Landlord will cause, subject to the final sentence of Section 15.1(c), the Fee Mortgagee that has received, or thereafter does receive, any Award to make such Award available to Tenant for the reasonable costs of preservation, stabilization, emergency restoration, reconstruction and repair for the Facility.

80

ARTICLE XVI

DEFAULT; REMEDIES

16.1 Events of Default.

(a) Any one or more of the following shall constitute an “Event of Default”:

(i) Tenant shall fail to pay any installment of Rent within five (5) Business Days of when due and such failure is not cured within three (3) Business Days after Notice from Landlord of Tenant’s failure to pay such amount when due; provided, that Tenant shall be entitled to only one (1) such notice and additional three (3) Business Day cure period in any Lease Year;

(ii) Tenant shall fail to pay any Additional Charge when due and such failure is not cured within five (5) Business Days after Notice from Landlord of Tenant’s failure to pay such amount when due;

(iii) a default shall occur under the Guaranty which is not cured within fifteen (15) days after Notice from Landlord to Guarantor;

(iv) Tenant or Guarantor shall: (1) admit in writing its inability to pay its debts generally as they become due; (2) file a petition in bankruptcy or a petition to take advantage of any insolvency law or act or otherwise commences any proceeding under such law or act; (3) make an assignment for the benefit of its creditors; (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; or (5) file a petition or answer seeking reorganization or arrangement under the United States bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof or of any applicable foreign jurisdiction;

(v) Tenant or Guarantor shall be adjudicated as bankrupt or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of Tenant or Guarantor, a receiver of Tenant or Guarantor or of the whole or substantially all of Tenant’s or Guarantor’s property, or approving a petition filed against Tenant or Guarantor seeking reorganization or arrangement of Tenant or Guarantor under the United States bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof or of any applicable foreign jurisdiction, and such judgment, order or decree shall not be vacated or set aside within sixty (60) days from the date of the entry thereof;

(vi) Tenant or Guarantor shall be liquidated or dissolved (except that Guarantor may be liquidated or dissolved into Tenant or any other Person so long as its assets are distributed following such liquidation or dissolution to Tenant or such other Person), or entry of a judgment, order or decree liquidating or dissolving Tenant or Guarantor and such judgment, order or decree shall not be vacated or set aside within sixty (60) days from the date of the entry thereof;

81

(vii) the estate or interest of Tenant in the Leased Property or any part thereof shall be levied upon or attached as a result of a judgment in any proceeding relating to more than Ten Million Dollars ($10,000,000.00) and the same shall not be vacated, discharged or stayed pending appeal (or bonded or otherwise similarly secured) within the later of ninety (90) days after such judgment is entered or thirty (30) days after receipt by Tenant of notice thereof from Landlord; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;

(viii) if Tenant or Guarantor shall fail to pay, bond, escrow or otherwise similarly secure payment of one or more final judgments aggregating in excess of the amount of Seventy-Five Million and No/100 Dollars ($75,000,000.00), which judgments are not discharged or effectively waived or stayed for a period of forty-five (45) consecutive days;

(ix) except as permitted in accordance with Section 7.2(d), Tenant voluntarily ceases operations at the Facility for its Primary Intended Use;

(x) any representation made by Tenant hereunder or by Guarantor under the Guaranty proves to be untrue when made in any material respect and the same materially and adversely affects Landlord;

(xi) any applicable license material to the Facility’s operation for its Primary Intended Use is at any time terminated or revoked or suspended or placed under a trusteeship for more than thirty (30) days (and causes cessation of Gaming activity at the Facility) and such termination, revocation or suspension is not stayed pending appeal and would reasonably be expected to have a material adverse effect on Tenant, the Facility, or on the Leased Property, taken as a whole;

(xii) if a Licensing Event with respect to the Tenant shall occur and is not cured within the period prescribed by the applicable Gaming Authority or, if no such period is prescribed by the applicable Gaming Authority, then within 90 days;

(xiii) except to a permitted assignee pursuant to Section 22.2 or a permitted subtenant, or with respect to the granting of a permitted pledge hereunder to a Permitted Leasehold Mortgagee or a Permitted Credit Facility Lender, the sale or transfer, without Landlord’s consent, of all or any portion of any Gaming License or similar certificate or license relating to the Leased Property;

(xiv) a transfer of Tenant’s interest in this Lease (including pursuant to a Tenant Change of Control) shall have occurred without the consent of Landlord to the extent such consent is required under Article XXII or Tenant is otherwise in default of the provisions set forth in Section 22.1 below and in either case the same is not cured within 30 days after written notice from Landlord to Tenant;

(xv) the occurrence of an Event of Default pursuant to Section 9.1(e) which continues for 30 days after written notice from Landlord to Tenant; and

82

(xvi) if Tenant shall fail to observe or perform any other term, covenant or condition of this Lease in any material respect and such failure is not cured by Tenant within thirty (30) days after Notice thereof from Landlord, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to be an Event of Default if Tenant proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof within one hundred twenty (120) days after such notice from Landlord; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law. No Event of Default shall be deemed to exist under this Section 16.1(a)(xvi) during any time the curing thereof is prevented by an Unavoidable Delay, provided, that, upon the cessation of the Unavoidable Delay, Tenant remedies the default without further delay.

(b) Notwithstanding the foregoing, in the event that Landlord believes that there has been a breach that would constitute an Event of Default under Section 16.1(a)(iii), subclause (1) of Section 16.1(a)(iv), Section 16.1(a)(x), Section 16.1(a)(xi), Section 16.1(a)(xii), Section 16.1(a)(xiii), Section 16.1(a)(xiv), Section 16.1(a)(xv) or Section 16.1(a)(xvi) , Landlord shall notify Tenant of such breach and, if Tenant disagrees as to the existence of such breach or that such breach would constitute an Event of Default, Tenant may, provide prompt written notice of such dispute to Landlord (a “Dispute Notice”). The time period during which Tenant may cure any default shall be tolled from the date of the Dispute Notice until the date of final resolution of the dispute by the Experts. Each of Landlord and Tenant shall be entitled to promptly submit the determination of whether or not there exists an Event of Default to Experts pursuant to Section 34.1. If the Expert determines that the matter in question is or would give rise to an Event of Default, Tenant shall have the remaining portion of the applicable cure period in which to cure such breach before such breach constitutes an Event of Default.

16.2 Certain Remedies.

(a) If an Event of Default shall have occurred and be continuing, Landlord may (i) terminate this Lease by giving Tenant no less than ten (10) days’ Notice of such termination and the Term shall terminate and all rights of Tenant under this Lease shall cease, (ii) seek damages as provided in Section 16.3 hereof, and/or (iii) exercise any other right or remedy at law or in equity available to Landlord as a result of any Event of Default. Tenant shall pay as Additional Charges all costs and expenses incurred by or on behalf of Landlord, including reasonable attorneys’ fees and expenses, as a result of any Event of Default hereunder. If an Event of Default shall have occurred and be continuing, whether or not this Lease has been terminated pursuant to the first sentence of this Section 16.2, Tenant shall, to the extent permitted by law (including applicable Gaming Regulations), if required by Landlord to do so, immediately surrender to Landlord possession of all or any portion of the Leased Property (including any Tenant Capital Improvements) as to which Landlord has so demanded and quit the same and Landlord may, to the extent permitted by law (including applicable Gaming Regulations), enter upon and repossess such Leased Property and any Capital Improvement thereto by reasonable force, summary proceedings, ejectment or otherwise, and, to the extent permitted by law (including applicable Gaming Regulations), may remove Tenant and all other Persons and any of Tenant’s Property from such Leased Property.

83

(b) Notwithstanding anything contained herein to the contrary, Landlord shall not be entitled to terminate this Lease by reason of an Event of Default (but Landlord may exercise all other rights and remedies), unless and until Landlord has, following the occurrence of an Event of Default, delivered a notice (“Event of Default Notice”) to Tenant stating the Event of Default, and containing the following caption (in bold 16 point type), and Tenant has failed to cure such Event(s) of Default within ten (10) days of its receipt of the Event of Default Notice:

“THIS IS AN EVENT OF DEFAULT NOTICE. FAILURE TO TAKE IMMEDIATE ACTION AND TO CURE THE EVENT(S) OF DEFAULT AS SPECIFIED BELOW WITHIN TEN (10) DAYS OF RECEIPT OF THIS NOTICE MAY LEAD TO LANDLORD’S TERMINATION OF THE LEASE AND/OR THE EXERCISE OF OTHER REMEDIES THEREUNDER.”

16.3 Damages.

(a) None of (i) the termination of this Lease, (ii) the repossession of the Leased Property (including any Capital Improvements to the Facility), (iii) the failure of Landlord to relet the Leased Property or any portion thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Lease, and Tenant hereby waives any duty of Landlord to mitigate damages under any Legal Requirements to the full extent that such duty may be waived. If any such termination of this Lease occurs (whether or not Landlord terminates Tenant’s right to possession of the Leased Property), Tenant shall forthwith pay to Landlord (x) all Rent due and payable under this Lease to and including the date of such termination (together with interest thereon at the Overdue Rate from the date the applicable amount was due) and (y) pay on demand all damages to which Landlord shall be entitled at law or in equity; provided, however, with respect to unpaid Rent from and after the date of termination, at Landlord’s option, Tenant shall forthwith pay to Landlord as and for liquidated and agreed current damages, for the occurrence of an Event of Default, either:

(i) the sum of:

(1) the worth at the time of award of the unpaid Rent (and Additional Charges) which had been earned at the time of termination to the extent not previously paid by Tenant under this Section 16.3;

(2) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

84

(3) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus

(4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.

As used in Section 16.3(a)(i)(1) and Section 16.3(a)(i)(2), the “worth at the time of award” shall be computed by allowing interest at the Overdue Rate. As used in clause Section 16.3(a)(i)(3), the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus one percent (1%) and reducing such amount by the portion of the unpaid Rent that Tenant proves could be reasonably avoided.

or

(ii) if Landlord chooses not to terminate Tenant’s right to possession of the Leased Property (whether or not Landlord terminates the Lease), each installment of said Rent and other sums payable by Tenant to Landlord under this Lease as the same becomes due and payable, together with interest at the Overdue Rate from the date when due until paid, and Landlord may enforce, by action or otherwise, any other term or covenant of this Lease (and Landlord may at any time thereafter terminate Tenant’s right to possession of the Leased Property and seek damages under subparagraph (i) hereof, to the extent not already paid for by Tenant under this subparagraph (ii)).

(b) If, as of the date of any termination of this Lease pursuant to Section 16.2, the Leased Property shall not be in the condition in which Tenant has agreed to surrender the same to Landlord at the expiration or earlier termination of this Lease pursuant to Section 9.1(d), then Tenant, shall pay, as damages therefor, the cost (as estimated by an independent contractor reasonably selected by Landlord) of placing the Leased Property in the condition in which Tenant is required to surrender the same hereunder.

16.4 Receiver. Upon the occurrence and during the continuance of an Event of Default, and upon commencement of proceedings to enforce the rights of Landlord hereunder, but subject to any limitations of applicable law, Landlord shall be entitled, as a matter of right, to the appointment of a receiver or receivers acceptable to Landlord of the Leased Property and of the revenues, earnings, income, products and profits thereof, pending the outcome of such proceedings, with such powers as the court making such appointment shall confer.

16.5 Waiver. If Landlord initiates judicial proceedings or if this Lease is terminated by Landlord pursuant to this Article XVI, Tenant waives, to the extent permitted by applicable law, (i) any right of redemption, re-entry or repossession; (ii) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt; and (iii) any duty of Landlord to mitigate damages to the extent such duty may legally be waived.

16.6 Application of Funds. Any payments received by Landlord under any of the provisions of this Lease during the existence or continuance of any Event of Default which are made to Landlord rather than Tenant due to the existence of an Event of Default shall be applied to Tenant’s obligations in the order which Landlord may reasonably determine or as may be prescribed by the laws of the State.

85

16.7 Landlord’s Right to Cure Tenant’s Default. If Tenant shall fail to make any payment or to perform any act required to be made or performed hereunder when due including, without limitation, if Tenant fails to expend any Required CapEx as required hereunder or fails to complete or cause to be completed any work or restoration or replacement of any nature as required hereunder, or if Tenant shall take any action prohibited hereunder, and such failure shall have resulted in an Event of Default, Landlord and/or its Affiliates, without waiving or releasing any obligation or default, may, but shall be under no obligation to, make such payment or perform such act (or reimburse any Fee Mortgagee for making such payment or performing such act) for the account and at the expense of Tenant (including, in the event of a breach of any such representation or warranty, taking actions to cause such representation or warranty to be true), and may, to the extent permitted by law, after an Event of Default, enter upon the Leased Property for such purpose and take all such action thereon as, in Landlord’s reasonable opinion, may be necessary or appropriate therefor provided same is undertaken in accordance with the applicable law. All sums so paid (or reimbursed) by Landlord and/or any of its Affiliates and all costs and expenses, including reasonable attorneys’ fees and expenses, so incurred, together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Landlord and/or any of its Affiliates, shall be paid by Tenant to Landlord on demand as an Additional Charge.

16.8 Miscellaneous.

(a) Suit or suits for the recovery of damages, or for any other sums payable by Tenant to Landlord pursuant to this Lease, may be brought by Landlord from time to time at Landlord’s election, and nothing herein contained shall be deemed to require Landlord to await the date whereon this Lease and the Term would have expired by limitation had there been no Event of Default, reentry or termination.

(b) No failure by either party to insist upon the strict performance of any agreement, term, covenant or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance by Landlord of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant or condition. No agreement, term, covenant or condition of this Lease to be performed or complied with by either party, and no breach thereof, shall be or be deemed to be waived, altered or modified except by a written instrument executed by the parties. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. If an Event of Default is continuing. Landlord shall be entitled to seek to enjoin such breach or threatened breach and shall have the right to invoke any rights and remedies allowed at law or in equity or by statute or otherwise as though reentry, summary proceedings or other remedies were not provided for in this Lease.

(c) Except to the extent otherwise expressly provided in this Lease, each right and remedy of a party provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease.

86

(d) Nothing contained in this Article XVI or otherwise shall vitiate or limit Tenant’s obligation to pay Landlord’s attorneys’ fees as and to the extent provided in Article XXXVII hereof, or any indemnification obligations under any express indemnity made by Tenant of Landlord or of any Landlord Indemnified Parties as contained in this Lease.

ARTICLE XVII

TENANT’S FINANCING

17.1 Permitted Leasehold Mortgagees.

(a) On one or more occasions without Landlord’s prior consent Tenant may mortgage or otherwise encumber Tenant’s estate in and to the Leased Property (the “Leasehold Estate”) to one or more Permitted Leasehold Mortgagees under one or more Permitted Leasehold Mortgages and pledge its right, title and interest under this Lease as security for such Permitted Leasehold Mortgages or any Debt Agreement secured thereby; provided, that no Person shall be considered a Permitted Leasehold Mortgagee unless (1) such Person delivers to Landlord a written agreement providing (i) that (unless this Lease has been terminated) such Permitted Leasehold Mortgagee and any lenders for whom it acts as representative, agent or trustee, will not use or dispose of any Gaming License for use at a location other than at the Facility, (ii) an express acknowledgement that, in the event of the exercise by the Permitted Leasehold Mortgagee of its rights under the Permitted Leasehold Mortgage, the Permitted Leasehold Mortgagee shall be required to (except for a transfer that meets the requirements of Section 22.2(a)(i)) secure the approval of Landlord for the replacement of Tenant with respect to the affected portion of the Leased Property and contain the Permitted Leasehold Mortgagee’s acknowledgment that such approval may be granted or withheld by Landlord in accordance with the provisions of Article XXII hereof, and (iii) an express acknowledgment, on behalf of itself, its successors and assigns and all beneficiaries of the Permitted Leasehold Mortgage of the priorities and waivers described in Section 17.1(n), (2) the underlying Permitted Leasehold Mortgage includes an express acknowledgement that (A) any exercise of remedies thereunder that would affect the Leasehold Estate shall be subject and subordinate to the terms of the Lease, and (B) that any foreclosure or realization by any Permitted Leasehold Mortgagee pursuant to a Permitted Leasehold Mortgage or upon Tenant’s interest under this Lease or that would result in a transfer of all or any portion of Tenant’s interest in the Leased Property or this Lease shall in any case be subject to the applicable provisions, terms and conditions of Article XXII hereof, and (3) such Person executes a joinder to any existing intercreditor agreement between any Permitted Leasehold Mortgagee and any Facility Mortgagee (“Intercreditor Agreement”). Any Facility Mortgagee and its successors and assigns, by accepting any Facility Mortgage, shall be deemed without executing any further document or instrument, to have also agreed to recognize the rights of any Permitted Leasehold Mortgagee as provided in this Article XVII and to have agreed not to disturb such rights in any way except through the exercise of the rights expressly granted to Landlord in this Lease or available at law or in equity to Landlord by reason of the default by Tenant under this Lease.

(b) Notice to Landlord.

87

(i)

(1) If Tenant shall, on one or more occasions, mortgage Tenant’s Leasehold Estate pursuant to a Permitted Leasehold Mortgage and if the holder of such Permitted Leasehold Mortgage shall provide Landlord with Notice of such Permitted Leasehold Mortgage together with a true copy of such Permitted Leasehold Mortgage and the name and address of the Permitted Leasehold Mortgagee, Landlord and Tenant agree that, following receipt of such Notice by Landlord, the provisions of this Section 17.1 shall apply in respect of each such Permitted Leasehold Mortgage and the Permitted Leasehold Mortgagee with respect thereto.

(2) In the event of any assignment of a Permitted Leasehold Mortgage or in the event of a change of address of a Permitted Leasehold Mortgagee or of an assignee of such Permitted Leasehold Mortgage, Notice of the new name and address shall be provided to Landlord.

(ii) Landlord shall promptly upon receipt of a communication purporting to constitute the notice provided for by Section 17.1(b)(i) acknowledge by an executed and notarized instrument receipt of such communication as constituting the notice provided for by Section 17.1(b)(i) and confirming the status of the Permitted Leasehold Mortgagee as such or, in the alternative, notify Tenant and the Permitted Leasehold Mortgagee of the rejection of such communication as not conforming with the provisions of this Section 17.1 and specify the specific basis of such rejection.