(c) Notwithstanding anything herein to the contrary, if this Lease has been terminated by Landlord pursuant to this Section16.2 and Manager is performing Transition Services (as defined in the Transition Services Agreement) as elected by Landlord in its sole discretion, then, at Landlords election in accordance with the Transition Services Agreement, Tenant (and its Subsidiaries, as applicable) shall stay in occupancy of the Leased Property following the Expiration Date and continue to operate the Facility, collect and retain revenue therefrom, and pay Rent and Additional Charges (without duplication of any Rent and Additional Charges required to be paid under Section16.3), all in the manner required under Section36.1, mutatis mutandis, for so long as Manager is performing Transition Services (as defined in the Transition Services Agreement); provided, however, that Tenant shall have no obligation (unless specifically agreed to by Tenant) to operate the Leased Property (or pay any such Rent) under such arrangement unless the Transition Period is then continuing.

( c ) Notwithstanding anything herein to the contrary , if this Lease has been terminated by Landlord pursuant to this Section16 . 2 and Manager is performing Transition Services ( as defined in the Transition Services Agreement ) as elected by Landlord in its sole discretion , then , at Landlords election in accordance with the Transition Services Agreement , Tenant ( and its Subsidiaries , as applicable ) shall stay in occupancy of the Leased Property following the Expiration Date and continue to operate the Facility , collect and retain revenue therefrom , and pay Rent and Additional Charges ( without duplication of any Rent and Additional Charges required to be paid under Section16 . 3 ) , all in the manner required under Section36 . 1 , mutatis mutandis , for so long as Manager is performing Transition Services ( as defined in the Transition Services Agreement ) ; provided , however , that Tenant shall have no obligation ( unless specifically agreed to by Tenant ) to operate the Leased Property ( or pay any such Rent ) under such arrangement unless the Transition Period is then continuing .


(h) Permitted Leasehold Mortgagee Need Not Cure Specified Defaults. Nothing herein contained shall require any Permitted Leasehold Mortgagee to cure any Incurable Default in order to comply with the provisions of Sections 17.1(d) and 17.1(e), or as a condition of entering into the New Lease provided for by Section17.1(f). For the avoidance of doubt, upon such foreclosure and/or the effectuation of such a New Lease in accordance with the provisions, terms and conditions hereof, any such defaults are automatically deemed waived through the effective date of such foreclosure or New Lease as to any such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee , as the new tenant hereunder or under the New Lease, as applicable (it being understood that the provisions of this sentence shall not be deemed to relieve such new tenant of its obligations to comply with this Lease or such New Lease from and after the effective date of such foreclosure or New Lease).

( h ) Permitted Leasehold Mortgagee Need Not Cure Specified Defaults . Nothing herein contained shall require any Permitted Leasehold Mortgagee to cure any Incurable Default in order to comply with the provisions of Sections 17 . 1 ( d ) and 17 . 1 ( e ) , or as a condition of entering into the New Lease provided for by Section17 . 1 ( f ) . For the avoidance of doubt , upon such foreclosure and / or the effectuation of such a New Lease in accordance with the provisions , terms and conditions hereof , any such defaults are automatically deemed waived through the effective date of such foreclosure or New Lease as to any such Permitted Leasehold Mortgagee or its Permitted Leasehold Mortgagee Designee , as the new tenant hereunder or under the New Lease , as applicable ( it being understood that the provisions of this sentence shall not be deemed to relieve such new tenant of its obligations to comply with this Lease or such New Lease from and after the effective date of such foreclosure or New Lease ) .


(l) Limitation of Liability. Notwithstanding any other provision hereof to the contrary, (i)Landlord agrees that any Permitted Leasehold Mortgagees liability to Landlord in its capacity as Permitted Leasehold Mortgagee hereunder howsoever arising shall be limited to and enforceable only against such Permitted Leasehold Mortgagees interest in the Leasehold Estate and the other collateral granted to such Permitted Leasehold Mortgagee to secure the obligations under the loan secured by the applicable Permitted Leasehold Mortgage, and (ii)each Permitted Leasehold Mortgagee agrees that Landlords liability to such Permitted Leasehold Mortgagee hereunder howsoever arising shall be limited to and enforceable only against Landlords interest in the Leased Property, and no recourse against Landlord shall be had against any other assets of Landlord whatsoever.

( l ) Limitation of Liability . Notwithstanding any other provision hereof to the contrary , ( i ) Landlord agrees that any Permitted Leasehold Mortgagees liability to Landlord in its capacity as Permitted Leasehold Mortgagee hereunder howsoever arising shall be limited to and enforceable only against such Permitted Leasehold Mortgagees interest in the Leasehold Estate and the other collateral granted to such Permitted Leasehold Mortgagee to secure the obligations under the loan secured by the applicable Permitted Leasehold Mortgage , and ( ii ) each Permitted Leasehold Mortgagee agrees that Landlords liability to such Permitted Leasehold Mortgagee hereunder howsoever arising shall be limited to and enforceable only against Landlords interest in the Leased Property , and no recourse against Landlord shall be had against any other assets of Landlord whatsoever .


costs and expenses (including reasonable documented attorneys, consultants and experts fees and expenses) based on or arising by reason of any such third party claim based on or resulting from such Title Violation; provided, however, that Tenant shall be required to so protect, indemnify, save harmless and defend the Landlord Indemnified Parties only to the extent that the proceeds from Landlords title insurance policies are not sufficient to cover such losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (it being understood that if Tenant pays any such amounts that are contemplated hereunder to be covered by Landlords title insurance policies, then Tenant shall be subrogated to all or fifty percent (50%) of (as applicable) the rights of Landlord against its title insurance carriers and shall be entitled to, with respect to matters first arising from and after the Commencement Date, one hundred percent (100%) of, and with respect to matters existing as of the Commencement Date, fifty percent (50%) of, the proceeds (net of Landlords out-of-pocket costs incurred in obtaining such proceeds) from such title insurance policy related to such Title Violation; except, however, Tenant shall not be entitled to receive proceeds from any such title insurance policies in excess of amounts actually paid by Tenant in connection therewith) and (ii)to the extent that no third party makes a claim with respect to such Title Violation, Landlord shall not require Tenant to cure any of the foregoing matters unless it would have a material adverse effect on the Leased Property following expiration or termination of this Lease, and in the event Tenant so cures any such matters, (A)Tenant shall bear with respect to matters first arising from and after the Commencement Date, one hundred percent (100%) of, and with respect to matters existing as of the Commencement Date, fifty percent (50%) of, the cost of such cure (after giving effect to such title insurance proceeds), and (B)Tenant shall be subrogated to all or fifty percent (50%) of (as applicable) the rights of Landlord against its title insurance carriers and shall be entitled to, with respect to matters first arising from and after the Commencement Date, one hundred percent (100%) of, and with respect to matters existing as of the Commencement Date, fifty percent (50%) of, the proceeds (net of Landlords out-of-pocket costs incurred in obtaining such proceeds) from such title insurance policy related to such Title Violation; except, however, Tenant shall not be entitled to receive proceeds from any such title insurance policies in excess of amounts actually paid by Tenant in connection therewith. In the event of an adverse final determination with respect to any such encroachment, violation or impairment, (a)either of Tenant or Landlord shall obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment, or (b)Tenant shall make such changes in the Leased Improvements, and take such other actions, in each case reasonably acceptable to Landlord, as Tenant in the good faith exercise of its judgment deems reasonably practicable, to remove such encroachment or to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements, and in any event take all such actions as may be necessary in order to be able to continue the operation of the applicable portion of the Leased Property for the Primary Intended Use substantially in the manner and to the extent the applicable portion of the Leased Property was operated prior to the assertion of such encroachment, violation or impairment; provided that, (i)unless required under an adverse final determination of a claim brought by a third party other than Landlord or any Affiliate of Landlord, Tenant shall not be required to obtain any such waivers or settlements, make any such changes or take any such other actions unless such encroachment, violation or impairment otherwise would have a material adverse effect on the Leased Property following expiration or termination of this Lease, and (ii)Tenant shall bear with respect to matters first arising from and after the Commencement Date, one hundred percent (100%) of, and with

costs and expenses ( including reasonable documented attorneys , consultants and experts fees and expenses ) based on or arising by reason of any such third party claim based on or resulting from such Title Violation ; provided , however , that Tenant shall be required to so protect , indemnify , save harmless and defend the Landlord Indemnified Parties only to the extent that the proceeds from Landlords title insurance policies are not sufficient to cover such losses , liabilities , obligations , claims , damages , penalties , causes of action , costs and expenses ( it being understood that if Tenant pays any such amounts that are contemplated hereunder to be covered by Landlords title insurance policies , then Tenant shall be subrogated to all or fifty percent ( 50 % ) of ( as applicable ) the rights of Landlord against its title insurance carriers and shall be entitled to , with respect to matters first arising from and after the Commencement Date , one hundred percent ( 100 % ) of , and with respect to matters existing as of the Commencement Date , fifty percent ( 50 % ) of , the proceeds ( net of Landlords out-of-pocket costs incurred in obtaining such proceeds ) from such title insurance policy related to such Title Violation ; except , however , Tenant shall not be entitled to receive proceeds from any such title insurance policies in excess of amounts actually paid by Tenant in connection therewith ) and ( ii ) to the extent that no third party makes a claim with respect to such Title Violation , Landlord shall not require Tenant to cure any of the foregoing matters unless it would have a material adverse effect on the Leased Property following expiration or termination of this Lease , and in the event Tenant so cures any such matters , ( A ) Tenant shall bear with respect to matters first arising from and after the Commencement Date , one hundred percent ( 100 % ) of , and with respect to matters existing as of the Commencement Date , fifty percent ( 50 % ) of , the cost of such cure ( after giving effect to such title insurance proceeds ) , and ( B ) Tenant shall be subrogated to all or fifty percent ( 50 % ) of ( as applicable ) the rights of Landlord against its title insurance carriers and shall be entitled to , with respect to matters first arising from and after the Commencement Date , one hundred percent ( 100 % ) of , and with respect to matters existing as of the Commencement Date , fifty percent ( 50 % ) of , the proceeds ( net of Landlords out-of-pocket costs incurred in obtaining such proceeds ) from such title insurance policy related to such Title Violation ; except , however , Tenant shall not be entitled to receive proceeds from any such title insurance policies in excess of amounts actually paid by Tenant in connection therewith . In the event of an adverse final determination with respect to any such encroachment , violation or impairment , ( a ) either of Tenant or Landlord shall obtain valid and effective waivers or settlements of all claims , liabilities and damages resulting from each such encroachment , violation or impairment , or ( b ) Tenant shall make such changes in the Leased Improvements , and take such other actions , in each case reasonably acceptable to Landlord , as Tenant in the good faith exercise of its judgment deems reasonably practicable , to remove such encroachment or to end such violation or impairment , including , if necessary , the alteration of any of the Leased Improvements , and in any event take all such actions as may be necessary in order to be able to continue the operation of the applicable portion of the Leased Property for the Primary Intended Use substantially in the manner and to the extent the applicable portion of the Leased Property was operated prior to the assertion of such encroachment , violation or impairment ; provided that , ( i ) unless required under an adverse final determination of a claim brought by a third party other than Landlord or any Affiliate of Landlord , Tenant shall not be required to obtain any such waivers or settlements , make any such changes or take any such other actions unless such encroachment , violation or impairment otherwise would have a material adverse effect on the Leased Property following expiration or termination of this Lease , and ( ii ) Tenant shall bear with respect to matters first arising from and after the Commencement Date , one hundred percent ( 100 % ) of , and with


Property would be operated under the Brands (as defined in the Other Leases). Accordingly, absent Landlords express written consent, no assignment or other transfer shall be permitted under Section22.2(i)(1)(A) or Section22.2(i)(1)(B) unless, upon giving effect to such assignment or other transfer, (i)unless the Manager of the Leased Property or the manager of the Other Leased Property has been terminated pursuant to a Termination for Cause under and as defined in the MLSA or applicable Other MLSA, the manager of the Leased Property is the same Person (or an Affiliate of such Person) that is then managing the Other Leased Property, (ii)the Leased Property continues to be operated under the Caesars Palace Brand (including pursuant to the CPLV Trademark License) and all other Property Specific IP, and (iii)so long as the Leased Property is managed by Manager or any other Affiliate of CEC, the Leased Property continues to be granted access to the System-wide IP and Property Related IP at least consistent with the access granted to the Leased Property prior to any such assignment or other transfer.

Property would be operated under the Brands ( as defined in the Other Leases ) . Accordingly , absent Landlords express written consent , no assignment or other transfer shall be permitted under Section22 . 2 ( i ) ( 1 ) ( A ) or Section22 . 2 ( i ) ( 1 ) ( B ) unless , upon giving effect to such assignment or other transfer , ( i ) unless the Manager of the Leased Property or the manager of the Other Leased Property has been terminated pursuant to a Termination for Cause under and as defined in the MLSA or applicable Other MLSA , the manager of the Leased Property is the same Person ( or an Affiliate of such Person ) that is then managing the Other Leased Property , ( ii ) the Leased Property continues to be operated under the Caesars Palace Brand ( including pursuant to the CPLV Trademark License ) and all other Property Specific IP , and ( iii ) so long as the Leased Property is managed by Manager or any other Affiliate of CEC , the Leased Property continues to be granted access to the System-wide IP and Property Related IP at least consistent with the access granted to the Leased Property prior to any such assignment or other transfer .


(i) As to SPE Tenant: (a)Within ninety (90)days after the end of each Fiscal Year (commencing with the Fiscal Year ending December31, 2017 ), annual financial statements audited by an Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for SPE Tenant, plus a calculation of EBITDAR for such Fiscal Year; and (b)within sixty (60)days after the end of each of the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March31, 2018) , SPE Tenants quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows, plus a calculation of EBITDAR for such Fiscal Quarter and the applicable prior year Fiscal Quarter, in each case, to the extent required as an Additional Fee Mortgagee Requirement, together with a certificate, executed by the chief financial officer or treasurer of SPE Tenant, certifying that such financial statements fairly present, in all material respects, the financial position and results of operations of SPE Tenant and its Subsidiaries on a consolidated basis in accordance with GAAP (subject, in the case of quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes);

( i ) As to SPE Tenant : ( a ) Within ninety ( 90 ) days after the end of each Fiscal Year ( commencing with the Fiscal Year ending December31 , 2017 ) , annual financial statements audited by an Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss , a balance sheet , and statement of cash flows for SPE Tenant , plus a calculation of EBITDAR for such Fiscal Year ; and ( b ) within sixty ( 60 ) days after the end of each of the first three Fiscal Quarters of each Fiscal Year ( commencing with the Fiscal Quarter ending March31 , 2018 ) , SPE Tenants quarterly unaudited financial statements , consisting of a statement of profit and loss , a balance sheet , and statement of cash flows , plus a calculation of EBITDAR for such Fiscal Quarter and the applicable prior year Fiscal Quarter , in each case , to the extent required as an Additional Fee Mortgagee Requirement , together with a certificate , executed by the chief financial officer or treasurer of SPE Tenant , certifying that such financial statements fairly present , in all material respects , the financial position and results of operations of SPE Tenant and its Subsidiaries on a consolidated basis in accordance with GAAP ( subject , in the case of quarterly financial statements , to normal year-end audit adjustments and the absence of footnotes ) ;


(A) annual financial statements audited by CEOCs Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1)a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A)such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B)that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2)a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within ninety (90)days after the end of each Fiscal Year (commencing with the Fiscal Year ending December31, 2017 );

( A ) annual financial statements audited by CEOCs Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss , a balance sheet , and statement of cash flows for CEOC , together with ( 1 ) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that ( A ) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and ( B ) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and ( 2 ) a certificate , executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or , if a Tenant Event of Default has occurred , specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto , all of which shall be provided within ninety ( 90 ) days after the end of each Fiscal Year ( commencing with the Fiscal Year ending December31 , 2017 ) ;


(C) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i)the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports , 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii)the Internal Revenue Service (including in respect of Landlord REITs qualification as a real estate investment trust (within the meaning of Section856(a) of the Code)) and (iii)any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section23.1(c) below;

( C ) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant , which information shall be limited to balance sheets , income statements , and statements of cash flow , as Landlord , PropCo 1 , PropCo or Landlord REIT may require for any ongoing filings with or reports to ( i ) the SEC under both the Securities Act and the Exchange Act , including , but not limited to 10-Q Quarterly Reports , 10-K Annual Reports and registration statements to be filed by Landlord , PropCo 1 , PropCo or Landlord REIT during the Term of this Lease , ( ii ) the Internal Revenue Service ( including in respect of Landlord REITs qualification as a real estate investment trust ( within the meaning of Section856 ( a ) of the Code ) ) and ( iii ) any other federal , state or local regulatory agency with jurisdiction over Landlord , PropCo 1 , PropCo or Landlord REIT , in each case of clause ( i ) , ( ii ) and ( iii ) , subject to Section23 . 1 ( c ) below ;


(B) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEC, together with a certificate, executed by the chief financial officer or treasurer of CEC certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60)days after the end of each of the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September30, 2017 );

( B ) quarterly unaudited financial statements , consisting of a statement of profit and loss , a balance sheet , and statement of cash flows for CEC , together with a certificate , executed by the chief financial officer or treasurer of CEC certifying that such Financial Statements fairly present , in all material respects , the financial position and results of operations of CEC and its Subsidiaries on a consolidated basis in accordance with GAAP ( subject to normal year-end audit adjustments and the absence of footnotes ) which shall be provided within sixty ( 60 ) days after the end of each of the first three Fiscal Quarters of each Fiscal Year ( commencing with the Fiscal Quarter ending September30 , 2017 ) ;


(a) Tenant specifically agrees that Landlord, PropCo 1, PropCo or Landlord REIT may file with the SEC or incorporate by reference the Financial Statements referred to in Section23.1(b)(ii) and (iii) (and Financial Statements referred to in Section23.1(b)(ii) and (iii)for any prior annual or quarterly periods as required by any Legal Requirements) in Landlords, PropCo 1s PropCos or Landlord REITs filings made under the Securities Act or the Exchange Act to the extent it is required to do so pursuant to Legal Requirements. In addition , Landlord, PropCo 1, PropCo or Landlord REIT may include, cross-reference or incorporate by reference the Financial Statements (and for any prior annual or quarterly periods as required by any Legal Requirements) and other financial information and such information concerning the operation of the Leased Property (1)which is publicly available or (2)the inclusion of which is approved by Tenant in writing, which approval may not be unreasonably withheld, conditioned or delayed, in offering memoranda or prospectuses or confidential information memoranda, or similar publications or marketing materials, rating agency presentations, investor presentations or disclosure documents in connection with syndications, private placements or public offerings of Landlords, PropCo 1s, PropCos or Landlord REITs securities or loans. Unless otherwise agreed by Tenant, neither Landlord, PropCo 1, PropCo nor Landlord REIT shall revise or change the wording of information previously publicly disclosed by Tenant and furnished to Landlord, PropCo 1, PropCo or Landlord REIT pursuant to Section23 or this Section23.2, and Landlords, PropCo 1s PropCos or Landlord REITs Form 10-Q or Form 10-K (or amendment or supplemental report filed in connection therewith) shall not disclose the operational results of the Leased Property prior to CECs, Tenants or its Affiliates public disclosure thereof so long as CEC, Tenant or such Affiliate reports such information in a timely manner in compliance with the reporting requirements of the Exchange Act, in any event, no later than ninety (90)days after the end of each Fiscal Year. Landlord agrees to use commercially reasonable efforts to provide a copy of the portion of any public disclosure containing the Financial Statements, or any cross-reference thereto or incorporation by reference thereof (other than cross-references to or incorporation by reference of Financial Statements that were previously publicly filed), or any other financial information or other information concerning the operation of the Leased Property received by Landlord under this Lease, at least two (2)Business Days in advance of any such public disclosure. Without vitiating any other provision of this Lease, the preceding sentence is not intended to restrict Landlord from disclosing such information to any Fee Mortgagee pursuant to the express terms of the Fee Mortgage Documents or in connection with other ordinary course reporting under the Fee Mortgage Documents.

( a ) Tenant specifically agrees that Landlord , PropCo 1 , PropCo or Landlord REIT may file with the SEC or incorporate by reference the Financial Statements referred to in Section23 . 1 ( b ) ( ii ) and ( iii ) ( and Financial Statements referred to in Section23 . 1 ( b ) ( ii ) and ( iii ) for any prior annual or quarterly periods as required by any Legal Requirements ) in Landlords , PropCo 1s PropCos or Landlord REITs filings made under the Securities Act or the Exchange Act to the extent it is required to do so pursuant to Legal Requirements . In addition , Landlord , PropCo 1 , PropCo or Landlord REIT may include , cross-reference or incorporate by reference the Financial Statements ( and for any prior annual or quarterly periods as required by any Legal Requirements ) and other financial information and such information concerning the operation of the Leased Property ( 1 ) which is publicly available or ( 2 ) the inclusion of which is approved by Tenant in writing , which approval may not be unreasonably withheld , conditioned or delayed , in offering memoranda or prospectuses or confidential information memoranda , or similar publications or marketing materials , rating agency presentations , investor presentations or disclosure documents in connection with syndications , private placements or public offerings of Landlords , PropCo 1s , PropCos or Landlord REITs securities or loans . Unless otherwise agreed by Tenant , neither Landlord , PropCo 1 , PropCo nor Landlord REIT shall revise or change the wording of information previously publicly disclosed by Tenant and furnished to Landlord , PropCo 1 , PropCo or Landlord REIT pursuant to Section23 or this Section23 . 2 , and Landlords , PropCo 1s PropCos or Landlord REITs Form 10-Q or Form 10-K ( or amendment or supplemental report filed in connection therewith ) shall not disclose the operational results of the Leased Property prior to CECs , Tenants or its Affiliates public disclosure thereof so long as CEC , Tenant or such Affiliate reports such information in a timely manner in compliance with the reporting requirements of the Exchange Act , in any event , no later than ninety ( 90 ) days after the end of each Fiscal Year . Landlord agrees to use commercially reasonable efforts to provide a copy of the portion of any public disclosure containing the Financial Statements , or any cross-reference thereto or incorporation by reference thereof ( other than cross-references to or incorporation by reference of Financial Statements that were previously publicly filed ) , or any other financial information or other information concerning the operation of the Leased Property received by Landlord under this Lease , at least two ( 2 ) Business Days in advance of any such public disclosure . Without vitiating any other provision of this Lease , the preceding sentence is not intended to restrict Landlord from disclosing such information to any Fee Mortgagee pursuant to the express terms of the Fee Mortgage Documents or in connection with other ordinary course reporting under the Fee Mortgage Documents .


hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals, modifications, consolidations, replacements, restatements and extensions thereof or any parts or portions thereof; provided, however, that the subordination of this Lease and Tenants leasehold interest hereunder to any new Fee Mortgage made after the date hereof, shall be conditioned upon the execution and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination, nondisturbance and attornment agreement, which will bind Tenant and such Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property (each, a Foreclosure Purchaser) and which shall provide, among other things, that so long as there is no outstanding and continuing Tenant Event of Default under this Lease (or, if there is a continuing Tenant Event of Default, subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease), the holder of such Fee Mortgage, and any Foreclosure Purchaser shall not disturb Tenants leasehold interest or possession of the Leased Property, subject to and in accordance with the terms hereof, and shall give effect to this Lease, including, but not limited to, the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee (as if such Fee Mortgagee or Foreclosure Purchaser were the landlord under this Lease (it being understood that if a Tenant Event of Default has occurred and is continuing at such time, such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI, XVII and XXVI)). In connection with the foregoing and at the request of Landlord, Tenant shall promptly execute a subordination, nondisturbance and attornment agreement that contains commercially reasonable provisions, terms and conditions, in all events complying with this Section31.1 (it being understood that a subordination, non-disturbance and attornment agreement substantially in the form executed by Tenant and the Fee Mortgagee in connection with the Existing Fee Mortgage shall be deemed to satisfy this Section). In connection with any subsequent Fee Mortgage after the date hereof, as a condition to the Fee Mortgagee holding any of the Fee Mortgage Reserve Accounts, Tenant and such Fee Mortgagee shall have entered into a subordination, nondisturbance and attornment agreement as provided in this Section31.1(a).

hereafter affect the Leased Property or any portion thereof or interest therein and in each case to all renewals , modifications , consolidations , replacements , restatements and extensions thereof or any parts or portions thereof ; provided , however , that the subordination of this Lease and Tenants leasehold interest hereunder to any new Fee Mortgage made after the date hereof , shall be conditioned upon the execution and delivery to Tenant by the respective Fee Mortgagee of a commercially reasonable subordination , nondisturbance and attornment agreement , which will bind Tenant and such Fee Mortgagee and its successors and assigns as well as any person who acquires any portion of the Leased Property in a foreclosure or similar proceeding or in a transfer in lieu of any such foreclosure or a successor owner of the Leased Property ( each , a Foreclosure Purchaser ) and which shall provide , among other things , that so long as there is no outstanding and continuing Tenant Event of Default under this Lease ( or , if there is a continuing Tenant Event of Default , subject to the rights granted to a Permitted Leasehold Mortgagee as expressly set forth in this Lease ) , the holder of such Fee Mortgage , and any Foreclosure Purchaser shall not disturb Tenants leasehold interest or possession of the Leased Property , subject to and in accordance with the terms hereof , and shall give effect to this Lease , including , but not limited to , the provisions of Article XVII which benefit any Permitted Leasehold Mortgagee ( as if such Fee Mortgagee or Foreclosure Purchaser were the landlord under this Lease ( it being understood that if a Tenant Event of Default has occurred and is continuing at such time , such parties shall be subject to the terms and provisions hereof concerning the exercise of rights and remedies upon such Tenant Event of Default including the provisions of Articles XVI , XVII and XXVI ) ) . In connection with the foregoing and at the request of Landlord , Tenant shall promptly execute a subordination , nondisturbance and attornment agreement that contains commercially reasonable provisions , terms and conditions , in all events complying with this Section31 . 1 ( it being understood that a subordination , non-disturbance and attornment agreement substantially in the form executed by Tenant and the Fee Mortgagee in connection with the Existing Fee Mortgage shall be deemed to satisfy this Section ) . In connection with any subsequent Fee Mortgage after the date hereof , as a condition to the Fee Mortgagee holding any of the Fee Mortgage Reserve Accounts , Tenant and such Fee Mortgagee shall have entered into a subordination , nondisturbance and attornment agreement as provided in this Section31 . 1 ( a ) .


(f) Landlord and Tenant acknowledge that, in connection with the implementation of the Bankruptcy Plan, CEC and Affiliates of Tenant were involved in the negotiations concerning the Existing Fee Mortgage Documents and reviewed the provisions, terms and conditions of the Existing Fee Mortgage Documents, and, accordingly, Tenant hereby consents and agrees to all provisions, terms and conditions of the Existing Fee Mortgage Documents as in effect as of the date hereof that comprise Additional Fee Mortgagee Requirements. If Landlord or its Affiliate anticipates entering into new or modified Fee Mortgage Documents that would modify or impose new Additional Fee Mortgagee Requirements, Landlord shall (x)provide copies of the same to Tenant with reasonably sufficient time prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord to enable Tenant to timely comply with any such changes to the, or new, Additional Fee Mortgagee Requirements and (y)promptly upon the execution and delivery thereof by Landlord or any Affiliate of Landlord, deliver to Tenant an updated description thereof in accordance with the second sentence of this Section31.3.

( f ) Landlord and Tenant acknowledge that , in connection with the implementation of the Bankruptcy Plan , CEC and Affiliates of Tenant were involved in the negotiations concerning the Existing Fee Mortgage Documents and reviewed the provisions , terms and conditions of the Existing Fee Mortgage Documents , and , accordingly , Tenant hereby consents and agrees to all provisions , terms and conditions of the Existing Fee Mortgage Documents as in effect as of the date hereof that comprise Additional Fee Mortgagee Requirements . If Landlord or its Affiliate anticipates entering into new or modified Fee Mortgage Documents that would modify or impose new Additional Fee Mortgagee Requirements , Landlord shall ( x ) provide copies of the same to Tenant with reasonably sufficient time prior to the execution and delivery thereof by Landlord or any Affiliate of Landlord to enable Tenant to timely comply with any such changes to the , or new , Additional Fee Mortgagee Requirements and ( y ) promptly upon the execution and delivery thereof by Landlord or any Affiliate of Landlord , deliver to Tenant an updated description thereof in accordance with the second sentence of this Section31 . 3 .


| | ---|---|--- To Tenant: | | To Landlord: | CEOC, LLC

| | - - - | - - - | - - - To Tenant : | | To Landlord : | CEOC , LLC


8329 West Sunset Road, Suite 210


36.2 Transfer of Intellectual Property. The Successor Assets shall include the Property Specific IP, the CPLV Trademark License, the CPLV Trademark Security Agreement and Successor Tenants access to the System-wide IP, which access shall be governed by that certain Transition and Management Services Agreement (CPLV). Without limiting the foregoing, Tenant shall, within thirty (30)days after the occurrence of the notice described in the first sentence of Section36.1, deliver to Landlord a copy of all CPLV Guest Data and all Property Specific Guest Data; provided, however, that Tenant shall have the right to retain and use copies of the Property Specific Guest data as required by Legal Requirements, including applicable Gaming Regulations, and with respect to any CPLV Guest Data, Tenant will have no further right, title, or interest to such CPLV Guest Data and will not be permitted to access such data for marketing, research or other activities by Tenant and unless such data cannot be expunged without destruction of any data that may be retained by the Tenant, must expunge such data, except that Tenant may retain and deliver to any governmental authority, copies of any such data to the extent required to comply with Legal Requirements, including applicable Gaming Regulations.

36 . 2 Transfer of Intellectual Property . The Successor Assets shall include the Property Specific IP , the CPLV Trademark License , the CPLV Trademark Security Agreement and Successor Tenants access to the System-wide IP , which access shall be governed by that certain Transition and Management Services Agreement ( CPLV ) . Without limiting the foregoing , Tenant shall , within thirty ( 30 ) days after the occurrence of the notice described in the first sentence of Section36 . 1 , deliver to Landlord a copy of all CPLV Guest Data and all Property Specific Guest Data ; provided , however , that Tenant shall have the right to retain and use copies of the Property Specific Guest data as required by Legal Requirements , including applicable Gaming Regulations , and with respect to any CPLV Guest Data , Tenant will have no further right , title , or interest to such CPLV Guest Data and will not be permitted to access such data for marketing , research or other activities by Tenant and unless such data cannot be expunged without destruction of any data that may be retained by the Tenant , must expunge such data , except that Tenant may retain and deliver to any governmental authority , copies of any such data to the extent required to comply with Legal Requirements , including applicable Gaming Regulations .


41.6 Waiver of Trial by Jury. EACH OF LANDLORD AND TENANT ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTION OF THE UNITED STATES AND THE STATES OF NEVADA AND NEW YORK. EACH OF LANDLORD AND TENANT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i)ARISING UNDER THIS LEASE (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR (ii)IN ANY MANNER CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF LANDLORD AND TENANT WITH RESPECT TO THIS LEASE (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH; OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; EACH OF LANDLORD AND TENANT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY, AND THAT EITHER PARTY MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS CONCLUSIVE EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

41 . 6 Waiver of Trial by Jury . EACH OF LANDLORD AND TENANT ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTION OF THE UNITED STATES AND THE STATES OF NEVADA AND NEW YORK . EACH OF LANDLORD AND TENANT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM , DEMAND , ACTION OR CAUSE OF ACTION ( i ) ARISING UNDER THIS LEASE ( OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF ) OR ( ii ) IN ANY MANNER CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF LANDLORD AND TENANT WITH RESPECT TO THIS LEASE ( OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF ) OR ANY OTHER INSTRUMENT , DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH ; OR THE TRANSACTIONS RELATED HERETO OR THERETO , IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING , AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE ; EACH OF LANDLORD AND TENANT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM , DEMAND , ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY , AND THAT EITHER PARTY MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS CONCLUSIVE EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY .


41.11 Deemed Consent. Each request for consent or approval under Sections 9.1, 10.2, 10.3(e), 13.1(a), 13.5, 14.1, 22.1, 22.2 and 22.3 and Article XI of this Lease shall be made in writing to either Tenant or Landlord, as applicable, and shall include all information necessary for Tenant or Landlord, as applicable, to make an informed decision, and shall include the following in capital, bold and block letters: FIRST NOTICE - THIS IS A REQUEST FOR CONSENT UNDER THAT CERTAIN LEASE (CPLV). THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIFTEEN (15)BUSINESS DAYS OF RECEIPT. If the party to whom such a request is sent does not approve or reject the proposed matter within fifteen (15)Business Days of receipt of such notice and all necessary information, the requesting party may request a consent again by delivery of a notice including the following in capital, bold and block letters: SECOND NOTICE - THIS IS A SECOND REQUEST FOR CONSENT UNDER THAT CERTAIN LEASE (CPLV). THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5)BUSINESS DAYS OF RECEIPT. If the party to whom such a request is sent does not approve or reject the proposed matter within five (5)Business Days of receipt of such notice and all necessary information, the requesting party may request a consent again by delivery of a notice including the following in capital, bold and block letters: FINAL NOTICE - THIS IS A THIRD REQUEST FOR CONSENT UNDER THAT CERTAIN LEASE (CPLV). THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5)BUSINESS DAYS OF RECEIPT. FAILURE TO RESPOND WITHIN FIVE (5)BUSINESS DAYS HEREOF WILL BE DEEMED AN APPROVAL OF THE REQUEST. If the party to whom such a request is sent still does not approve or reject the proposed matter within five (5)Business Days of receipt of such final notice, such party shall be deemed to have approved the proposed matter. Notwithstanding the foregoing, if the MLSA is in effect at the time any such notice is provided to Tenant hereunder, Tenant shall not be deemed to have approved such proposed matter if such notice was not also addressed and delivered to Manager and CEC in accordance with the MLSA.

41 . 11 Deemed Consent . Each request for consent or approval under Sections 9 . 1 , 10 . 2 , 10 . 3 ( e ) , 13 . 1 ( a ) , 13 . 5 , 14 . 1 , 22 . 1 , 22 . 2 and 22 . 3 and Article XI of this Lease shall be made in writing to either Tenant or Landlord , as applicable , and shall include all information necessary for Tenant or Landlord , as applicable , to make an informed decision , and shall include the following in capital , bold and block letters : FIRST NOTICE - THIS IS A REQUEST FOR CONSENT UNDER THAT CERTAIN LEASE ( CPLV ) . THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIFTEEN ( 15 ) BUSINESS DAYS OF RECEIPT . If the party to whom such a request is sent does not approve or reject the proposed matter within fifteen ( 15 ) Business Days of receipt of such notice and all necessary information , the requesting party may request a consent again by delivery of a notice including the following in capital , bold and block letters : SECOND NOTICE - THIS IS A SECOND REQUEST FOR CONSENT UNDER THAT CERTAIN LEASE ( CPLV ) . THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE ( 5 ) BUSINESS DAYS OF RECEIPT . If the party to whom such a request is sent does not approve or reject the proposed matter within five ( 5 ) Business Days of receipt of such notice and all necessary information , the requesting party may request a consent again by delivery of a notice including the following in capital , bold and block letters : FINAL NOTICE - THIS IS A THIRD REQUEST FOR CONSENT UNDER THAT CERTAIN LEASE ( CPLV ) . THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE ( 5 ) BUSINESS DAYS OF RECEIPT . FAILURE TO RESPOND WITHIN FIVE ( 5 ) BUSINESS DAYS HEREOF WILL BE DEEMED AN APPROVAL OF THE REQUEST . If the party to whom such a request is sent still does not approve or reject the proposed matter within five ( 5 ) Business Days of receipt of such final notice , such party shall be deemed to have approved the proposed matter . Notwithstanding the foregoing , if the MLSA is in effect at the time any such notice is provided to Tenant hereunder , Tenant shall not be deemed to have approved such proposed matter if such notice was not also addressed and delivered to Manager and CEC in accordance with the MLSA .


41.23 Time of Essence. TIME IS OF THE ESSENCE OF THIS LEASE AND EACH PROVISION HEREOF IN WHICH TIME OF PERFORMANCE IS ESTABLISHED.

41 . 23 Time of Essence . TIME IS OF THE ESSENCE OF THIS LEASE AND EACH PROVISION HEREOF IN WHICH TIME OF PERFORMANCE IS ESTABLISHED .


TOGETHER WITH that portion as vacated by that certain Order of Vacation, recorded September11, 2014 as Document No.201 40911-0001 948, of Official Records.

TOGETHER WITH that portion as vacated by that certain Order of Vacation , recorded September11 , 2014 as Document No . 201 40911-0001 948 , of Official Records .


Non exclusive easements and other rights as established and granted by that certain Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants dated as February7, 2003 by and between Caesars Palace Realty Corp., a Nevada corporation, Desert Palace, Inc., a Nevada corporation and Forum Developers Limited Partnership, a Nevada limited partnership recorded November18, 2003 as Document No.1516 in Book 20031118 and by that Assignment and Assumption of by Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants dated November14, 2003, recorded November18, 2003 as Document No.1518 in Book 20031118, and amended by that First Amendment to Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants, recorded May3, 2016, in Book 20160503 as Document No.0002965 in the Official Records, Clark County, Nevada, and amended by that Second Amendment to Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants, recorded , in Book as Document No. , in the Official Records, Clark County, Nevada.

Non exclusive easements and other rights as established and granted by that certain Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants dated as February7 , 2003 by and between Caesars Palace Realty Corp . , a Nevada corporation , Desert Palace , Inc . , a Nevada corporation and Forum Developers Limited Partnership , a Nevada limited partnership recorded November18 , 2003 as Document No . 1516 in Book 20031118 and by that Assignment and Assumption of by Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants dated November14 , 2003 , recorded November18 , 2003 as Document No . 1518 in Book 20031118 , and amended by that First Amendment to Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants , recorded May3 , 2016 , in Book 20160503 as Document No . 0002965 in the Official Records , Clark County , Nevada , and amended by that Second Amendment to Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants , recorded , in Book as Document No . , in the Official Records , Clark County , Nevada .


ALSO KNOWN AS THE PROPERTY DESCRIBED IN THAT CERTAIN RECORD OF SURVEY MAP, AS SHOWN BY MAP THEREOF ON FILE IN FILE 184 OF SURVEYS, PAGE 17, AS RECORDED IN THE OFFICE OF THE COUNTY RECORDER, CLARK COUNTY, NEVADA.

ALSO KNOWN AS THE PROPERTY DESCRIBED IN THAT CERTAIN RECORD OF SURVEY MAP , AS SHOWN BY MAP THEREOF ON FILE IN FILE 184 OF SURVEYS , PAGE 17 , AS RECORDED IN THE OFFICE OF THE COUNTY RECORDER , CLARK COUNTY , NEVADA .


NON EXCLUSIVE EASEMENTS AND OTHER RIGHTS AS ESTABLISHED AND GRANTED BY THAT CERTAIN SECOND AMENDED AND RESTATED PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS DATED AS FEBRUARY7, 2003 BY AND BETWEEN CAESARS PALACE REALTY CORP., A NEVADA CORPORATION, DESERT PALACE, INC., A NEVADA CORPORATION AND FORUM DEVELOPERS LIMITED PARTNERSHIP, A NEVADA LIMITED PARTNERSHIP RECORDED NOVEMBER18, 2003 AS DOCUMENT NO. 1516 IN BOOK 20031118 AND BY THAT ASSIGNMENT AND ASSUMPTION OF BY SECOND AMENDED AND RESTATED PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS DATED NOVEMBER14, 2003, RECORDED NOVEMBER18, 2003 AS DOCUMENT NO. 1518 IN BOOK 20031118, AND AMENDED BY THAT FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

NON EXCLUSIVE EASEMENTS AND OTHER RIGHTS AS ESTABLISHED AND GRANTED BY THAT CERTAIN SECOND AMENDED AND RESTATED PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS DATED AS FEBRUARY7 , 2003 BY AND BETWEEN CAESARS PALACE REALTY CORP . , A NEVADA CORPORATION , DESERT PALACE , INC . , A NEVADA CORPORATION AND FORUM DEVELOPERS LIMITED PARTNERSHIP , A NEVADA LIMITED PARTNERSHIP RECORDED NOVEMBER18 , 2003 AS DOCUMENT NO . 1516 IN BOOK 20031118 AND BY THAT ASSIGNMENT AND ASSUMPTION OF BY SECOND AMENDED AND RESTATED PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS DATED NOVEMBER14 , 2003 , RECORDED NOVEMBER18 , 2003 AS DOCUMENT NO . 1518 IN BOOK 20031118 , AND AMENDED BY THAT FIRST AMENDMENT TO SECOND AMENDED AND RESTATED


PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS, RECORDED MAY3, 2016, IN BOOK 20160503 AS DOCUMENT NO. 0002965, IN THE OFFICIAL RECORDS, CLARK COUNTY, NEVADA, AND AMENDED BY THAT SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS, RECORDED , IN BOOK AS DOCUMENT NO. , IN THE OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS , RECORDED MAY3 , 2016 , IN BOOK 20160503 AS DOCUMENT NO . 0002965 , IN THE OFFICIAL RECORDS , CLARK COUNTY , NEVADA , AND AMENDED BY THAT SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PARKING AGREEMENT AND GRANT OF RECIPROCAL EASEMENTS AND DECLARATION OF COVENANTS , RECORDED , IN BOOK AS DOCUMENT NO . , IN THE OFFICIAL RECORDS , CLARK COUNTY , NEVADA .


GROUND LEASE D PROPERTY


NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS, RECORDED MAY20, 2011, IN BOOK 20110520 AS DOCUMENT NO. 0002942, OF OFFICIAL RECORDS.

NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN DECLARATION OF COVENANTS , RESTRICTIONS AND EASEMENTS , RECORDED MAY20 , 2011 , IN BOOK 20110520 AS DOCUMENT NO . 0002942 , OF OFFICIAL RECORDS .


This REIT Compliance Certificate (this Certificate) is given by Tenant (as defined in that certain Lease (CPLV) (the Lease) dated as of [, 2017], by and among CPLV Property Owner LLC , a Delaware limited liability company (together with its successors and assigns, Landlord), and Desert Palace LLC , a Nevada limited liability company, Caesars Entertainment Operating Company, Inc., a Delaware corporation, and CEOC, LLC , a Delaware limited liability company (as successor by merger to Caesars Entertainment Operating Company, Inc.) (collectively, and together with their respective successors and permitted assigns, Tenant), pursuant to Article XL of the Lease. Capitalized terms used herein without definition shall have the meanings set forth in the Lease.

This REIT Compliance Certificate ( this Certificate ) is given by Tenant ( as defined in that certain Lease ( CPLV ) ( the Lease ) dated as of [ , 2017 ] , by and among CPLV Property Owner LLC , a Delaware limited liability company ( together with its successors and assigns , Landlord ) , and Desert Palace LLC , a Nevada limited liability company , Caesars Entertainment Operating Company , Inc . , a Delaware corporation , and CEOC , LLC , a Delaware limited liability company ( as successor by merger to Caesars Entertainment Operating Company , Inc . ) ( collectively , and together with their respective successors and permitted assigns , Tenant ) , pursuant to Article XL of the Lease . Capitalized terms used herein without definition shall have the meanings set forth in the Lease .


1. | Second Amended and Restated Operating Lease, dated as of the date hereof, between Caesars Octavius, LLC, as landlord, and Landlord (as successor-in-interest to Desert Palace, Inc.), as tenant. ---|---

1 . | Second Amended and Restated Operating Lease , dated as of the date hereof , between Caesars Octavius , LLC , as landlord , and Landlord ( as successor-in-interest to Desert Palace , Inc . ) , as tenant . - - - | - - -


Kang.pdf | | | | | | | 14935 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Caf Americano | | Robert Kang | | PROMISSORY NOTE | | 2/6/2015 | | VV1 CP Promissory Note - Kang.pdf * * *

Kang . pdf | | | | | | | 14935 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Caf Americano | | Robert Kang | | PROMISSORY NOTE | | 2 / 6 / 2015 | | VV1 CP Promissory Note - Kang . pdf * * *


| | Caesars Palace Las Vegas | | Its About Time | | Las Vegas WatchGallery LLC d/b/a Las Vegas Watch Gallery | | FIRST AMENDMENT TO THE LEASE AGREEMENT | | 6/1/2014 | | 10041 - Las Vegas Watch Gallery LLC - First Amendment to Lease Agreement - Final.pdf | | | | | | | 8628 | | Desert Palace LLC | | Caesars Palace Las Vegas | | King Baby | | King Baby Studio, Inc. | | LICENSE AGREEMENT | | 7/9/2012 | | 2012-07-12 Executed License Agreement Caesars Palace and King Baby Studio.pdf | | | | | | | 15247 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Kodak Roving Photographers | | Kodak Solaris EIS Inc. | | REVOCABLE LICENSE AGREEMENT | | 1/1/2014 | | Caesars 1.1.2014 - executed.pdf | | | | | | | 15248 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Kodak Roving Photographers | | Kodak Solaris EIS Inc. | | AMENDMENT #1 TO REVOCABLE LICENSE AGREEMENT | | 6/24/2014 | | Caesars Amend #1 - 6.24.2014 - executed.pdf | | | | | | | 15249 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Kodak Roving Photographers | | Kodak Solaris EIS Inc. | | SUBCONTRACTOR CONSENT LETTER | | 1/24/2014 | | Caesars Palace Subcontractor Consent Letter.pdf | | | | | | | 8630 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Landau | | The Hyman Companies, Inc. | | RETAIL LEASE AGREEMENT | | 9/30/2010 | | Caesars Hyman Executed Landau Kiosk Lease Agmt Sept. 30, 2010.pdf | | | | | | | 8629 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Landau | | The Hyman Companies, Inc. | | FIRST AMENDMENT TO RETAIL LEASE AGREEMENT | | 10/1/2011 | | Caesars Hyman EXECUTED First Amendment to Lease-10-24-11.pdf | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Martin& MacArthur | | Martin& MacArthur (Nevada), Inc. | | LEASE | | 8/1/2016 | | CLVMartin& MacArthur Lease Fully Executed.pdf

| | Caesars Palace Las Vegas | | Its About Time | | Las Vegas WatchGallery LLC d / b / a Las Vegas Watch Gallery | | FIRST AMENDMENT TO THE LEASE AGREEMENT | | 6 / 1 / 2014 | | 10041 - Las Vegas Watch Gallery LLC - First Amendment to Lease Agreement - Final . pdf | | | | | | | 8628 | | Desert Palace LLC | | Caesars Palace Las Vegas | | King Baby | | King Baby Studio , Inc . | | LICENSE AGREEMENT | | 7 / 9 / 2012 | | 2012-07-12 Executed License Agreement Caesars Palace and King Baby Studio . pdf | | | | | | | 15247 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Kodak Roving Photographers | | Kodak Solaris EIS Inc . | | REVOCABLE LICENSE AGREEMENT | | 1 / 1 / 2014 | | Caesars 1 . 1 . 2014 - executed . pdf | | | | | | | 15248 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Kodak Roving Photographers | | Kodak Solaris EIS Inc . | | AMENDMENT # 1 TO REVOCABLE LICENSE AGREEMENT | | 6 / 24 / 2014 | | Caesars Amend # 1 - 6 . 24 . 2014 - executed . pdf | | | | | | | 15249 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Kodak Roving Photographers | | Kodak Solaris EIS Inc . | | SUBCONTRACTOR CONSENT LETTER | | 1 / 24 / 2014 | | Caesars Palace Subcontractor Consent Letter . pdf | | | | | | | 8630 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Landau | | The Hyman Companies , Inc . | | RETAIL LEASE AGREEMENT | | 9 / 30 / 2010 | | Caesars Hyman Executed Landau Kiosk Lease Agmt Sept . 30 , 2010 . pdf | | | | | | | 8629 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Landau | | The Hyman Companies , Inc . | | FIRST AMENDMENT TO RETAIL LEASE AGREEMENT | | 10 / 1 / 2011 | | Caesars Hyman EXECUTED First Amendment to Lease-10-24-11 . pdf | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Martin & amp ; MacArthur | | Martin & amp ; MacArthur ( Nevada ) , Inc . | | LEASE | | 8 / 1 / 2016 | | CLVMartin & amp ; MacArthur Lease Fully Executed . pdf


File Name | | | | | | | 8720 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Martin Lawrence | | Martin Lawrence, LLC | | LEASE AGREEMENT | | 7/8/2010 | |

File Name | | | | | | | 8720 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Martin Lawrence | | Martin Lawrence , LLC | | LEASE AGREEMENT | | 7 / 8 / 2010 | |


5.06.PDF | | | | | | | 14936 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Payard | | Payard Management, LLC | |

5 . 06 . PDF | | | | | | | 14936 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Payard | | Payard Management , LLC | |


| | 9/30/2010 | | First Amendmentto Development Operation Agreement Payard v1 (2).doc | | | | | | | 14872 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Payard | | Payard Management, LLC | | SECOND AMENDMENT TO THE DEVELOPMENT AND OPERATION AGREEMENT | | 8/1/2015 | |

| | 9 / 30 / 2010 | | First Amendmentto Development Operation Agreement Payard v1 ( 2 ) . doc | | | | | | | 14872 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Payard | | Payard Management , LLC | | SECOND AMENDMENT TO THE DEVELOPMENT AND OPERATION AGREEMENT | | 8 / 1 / 2015 | |


Am- Fully Executed.pdf | | | | | | | 8587 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Phillips Seafood | | Phillips Franchising LLC | | LICENSE AGREEMENT | | 8/14/2014 | | 9409-Phillips Franchising, LLC-License Agreement - Fully Executed.pdf | | | | | | | 8758 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Pure Nightclub (assuming for Omnia) | | Touch, LLC | | AMENDED AND RESTATED LEASE | | 4/9/2014 | |

Am - Fully Executed . pdf | | | | | | | 8587 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Phillips Seafood | | Phillips Franchising LLC | | LICENSE AGREEMENT | | 8 / 14 / 2014 | | 9409-Phillips Franchising , LLC-License Agreement - Fully Executed . pdf | | | | | | | 8758 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Pure Nightclub ( assuming for Omnia ) | | Touch , LLC | | AMENDED AND RESTATED LEASE | | 4 / 9 / 2014 | |


| | 6/13/2014 | | 10171 Touch Pure CP 1st Am - Fully Executed.pdf | | | | | | | 14891 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Pure Nightclub (assuming for Omnia) | | Touch, LLC | | SECOND AMENDMENT TOAMENDED AND RESTATED LEASE AGREEMENT | | 12/5/2014 | | 104 TM - Touch CP 2nd Am - Fully Executed.pdf | | | | | | | 14937 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Pure Nightclub (assuming for Omnia) | | Touch, LLC | |

| | 6 / 13 / 2014 | | 10171 Touch Pure CP 1st Am - Fully Executed . pdf | | | | | | | 14891 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Pure Nightclub ( assuming for Omnia ) | | Touch , LLC | | SECOND AMENDMENT TOAMENDED AND RESTATED LEASE AGREEMENT | | 12 / 5 / 2014 | | 104 TM - Touch CP 2nd Am - Fully Executed . pdf | | | | | | | 14937 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Pure Nightclub ( assuming for Omnia ) | | Touch , LLC | |


| | 6/30/2015 | | 166-LG \- Touch, LLC - Third Amendment - v4.docx | | | | | | | 8646 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Raos | | Raos Restaurant Group, LLC | |

| | 6 / 30 / 2015 | | 166-LG \ - Touch , LLC - Third Amendment - v4 . docx | | | | | | | 8646 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Raos | | Raos Restaurant Group , LLC | |


PDF | | | | | | | 14870 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Raos | | Raos Restaurant Group, LLC | | FIRST AMENDMENT TO THE DEVELOPMENT AND OPERATION AGREEMENT | | 11/1/2015 | | CLV Raos First Amendment Fully Executed.pdf | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Roberto Coin | | Roberto Coin, Inc. | | LICENSE AGREEMENT | | 10/13/2015 | | CLV Roberto Coin License Agmt Fully Executed.pdf | | | | | | | 8698 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Searsucker | | Las Vegas Eats, LLC | | LEASE AGREEMENT | | 6/13/2014 | |

PDF | | | | | | | 14870 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Raos | | Raos Restaurant Group , LLC | | FIRST AMENDMENT TO THE DEVELOPMENT AND OPERATION AGREEMENT | | 11 / 1 / 2015 | | CLV Raos First Amendment Fully Executed . pdf | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Roberto Coin | | Roberto Coin , Inc . | | LICENSE AGREEMENT | | 10 / 13 / 2015 | | CLV Roberto Coin License Agmt Fully Executed . pdf | | | | | | | 8698 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Searsucker | | Las Vegas Eats , LLC | | LEASE AGREEMENT | | 6 / 13 / 2014 | |


File Name | | | | | | | 8724 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Serendipity | | Moti Partners, LLC | | DEVELOPMENT, OPERATION AND LICENSE AGREEMENT | | 3/9/2015 | | Moti_Serendipity License Agmt Fully Executed.pdf | | | | | | | 8433 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Smashburger | | Smashburger Franchising LLC | | FRANCHISE AGREEMENT | | 9/9/2014 | | 10014 Smashburger CP Franchise Agreement - Fully Executed.pdf | | | | | | | 8418 | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | The Forum Developers Limited Partnership | | SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT | | 2/7/2003 | | 16 - Second Amended& Restated Ground Lease (Complete) (32936613)_(34170367_1).PDF | | | | | | | 8420 | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | The Forum Developers Limited Partnership | | SECOND AMENDED AND RESTATED PARKING AGREEMENT | | 2/7/2003 | | 16 - Second Amended& Restated Parking Agreement (32936615)_(34170365_1).PDF | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | Forum Shops, LLC | | FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PARKING AGREEMENT | | 4/29/2016 | | 1st Am to 2nd A&R Parking Agreement (Record....pdf | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | Forum Shops, LLC | | FIRST AMENDMENT TO SECOND AMENDED AND RESTATED GROUND LEASE | | 9/18/2015 | | CLV Simon 1st Am to 2nd A&R Ground Lease.pdf | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | Forum Shops, LLC | | SECOND AMENDMENT TO SECOND AMENDED AND RESTATED GROUND LEASE | | 4/14/2016 | | CLV Forum 2nd Am to 2nd A&R Ground Lease Fully Executed.pdf

File Name | | | | | | | 8724 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Serendipity | | Moti Partners , LLC | | DEVELOPMENT , OPERATION AND LICENSE AGREEMENT | | 3 / 9 / 2015 | | Moti_Serendipity License Agmt Fully Executed . pdf | | | | | | | 8433 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Smashburger | | Smashburger Franchising LLC | | FRANCHISE AGREEMENT | | 9 / 9 / 2014 | | 10014 Smashburger CP Franchise Agreement - Fully Executed . pdf | | | | | | | 8418 | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | The Forum Developers Limited Partnership | | SECOND AMENDED AND RESTATED GROUND LEASE AGREEMENT | | 2 / 7 / 2003 | | 16 - Second Amended & amp ; Restated Ground Lease ( Complete ) ( 32936613 ) _ ( 34170367_1 ) . PDF | | | | | | | 8420 | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | The Forum Developers Limited Partnership | | SECOND AMENDED AND RESTATED PARKING AGREEMENT | | 2 / 7 / 2003 | | 16 - Second Amended & amp ; Restated Parking Agreement ( 32936615 ) _ ( 34170365_1 ) . PDF | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | Forum Shops , LLC | | FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PARKING AGREEMENT | | 4 / 29 / 2016 | | 1st Am to 2nd A & amp ; R Parking Agreement ( Record . . . . pdf | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | Forum Shops , LLC | | FIRST AMENDMENT TO SECOND AMENDED AND RESTATED GROUND LEASE | | 9 / 18 / 2015 | | CLV Simon 1st Am to 2nd A & amp ; R Ground Lease . pdf | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | The Forum Shops | | Forum Shops , LLC | | SECOND AMENDMENT TO SECOND AMENDED AND RESTATED GROUND LEASE | | 4 / 14 / 2016 | | CLV Forum 2nd Am to 2nd A & amp ; R Ground Lease Fully Executed . pdf


File Name | | | | | | | 8677 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio, LLC d/b/a Vittorio | | LEASE AGREEMENT | | 11/15/2010 | | Executed Vittorio Lease Agmt 11-15-10.pdf | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio, LLC | | FIRST AMENDMENT TO LEASE | | 7/1/2015 | | 194-RE-CLV Vittorio 1st Am - Fully Executed.pdf | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio, LLC | | SECOND AMENDMENT TO LEASE | | 7/1/2015 | | CLV Vittorio 2nd Am Fully Executed.pdf | | | | | | | N/A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio, LLC | | THIRD AMENDMENT TO LEASE | | 7/1/2016 | | CLV Vittorio 3d Am Fully Executed.pdf | | | | | | | 15250 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Wyndham Kiosks | | Wyndham Vacation Resorts, Inc. | | LICENSE AGREEMENT | | 11/1/2006 | | Wyndham Executed Agreement.pdf | | | | | | | 8771 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Wyndham Kiosks | | Wyndham Vacation Resorts, Inc. | | FIRST AMENDMENT TO LICENSE AGREEMENT | | 11/1/2009 | | Wyndham Vacation Resorts Executed First Amendment.pdf | | | | | | | 8554 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Wyndham Kiosks | | Wyndham Vacation Resorts, Inc. | | SECOND AMENDMENT TO LICENSE AGREEMENT | | 10/1/2013 | | 8365 - Wyndham (Caesars Palace) - Second Amendment - Final.pdf

File Name | | | | | | | 8677 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio , LLC d / b / a Vittorio | | LEASE AGREEMENT | | 11 / 15 / 2010 | | Executed Vittorio Lease Agmt 11-15-10 . pdf | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio , LLC | | FIRST AMENDMENT TO LEASE | | 7 / 1 / 2015 | | 194-RE-CLV Vittorio 1st Am - Fully Executed . pdf | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio , LLC | | SECOND AMENDMENT TO LEASE | | 7 / 1 / 2015 | | CLV Vittorio 2nd Am Fully Executed . pdf | | | | | | | N / A | | Desert Palace LLC | | Caesars Palace Las Vegas | | Vittorio | | Vittorio , LLC | | THIRD AMENDMENT TO LEASE | | 7 / 1 / 2016 | | CLV Vittorio 3d Am Fully Executed . pdf | | | | | | | 15250 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Wyndham Kiosks | | Wyndham Vacation Resorts , Inc . | | LICENSE AGREEMENT | | 11 / 1 / 2006 | | Wyndham Executed Agreement . pdf | | | | | | | 8771 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Wyndham Kiosks | | Wyndham Vacation Resorts , Inc . | | FIRST AMENDMENT TO LICENSE AGREEMENT | | 11 / 1 / 2009 | | Wyndham Vacation Resorts Executed First Amendment . pdf | | | | | | | 8554 | | Desert Palace LLC | | Caesars Palace Las Vegas | | Wyndham Kiosks | | Wyndham Vacation Resorts , Inc . | | SECOND AMENDMENT TO LICENSE AGREEMENT | | 10 / 1 / 2013 | | 8365 - Wyndham ( Caesars Palace ) - Second Amendment - Final . pdf


THIS OFFICE LEASE AGREEMENT (Lease) is entered into and made this day of October, 2010 , by and between (i) DHB PROPERTIES, LLC , a Kentucky professional services corporation (Landlord), and (ii) APELLIS PHARMACEUTICALS, INC , a Delaware corporation (Tenant).

THIS OFFICE LEASE AGREEMENT ( Lease ) is entered into and made this day of October , 2010 , by and between ( i ) DHB PROPERTIES , LLC , a Kentucky professional services corporation ( Landlord ) , and ( ii ) APELLIS PHARMACEUTICALS , INC , a Delaware corporation ( Tenant ) .


| | | | | | | | | | Premises: | | Suite A | | | | | | | | B. | | Total Leasable Area in the Building: | | 2,107 Square Feet | | | | | | | | | Total Leasable Area of the Premises: | | 20,000 Leasable Square Feet | | | | | | | | Tenants Pro Rata Share: | | 10.54% | | | | | | | | C. | | Term (see Paragraph 2.01): | | Five (5) Years | | | | | | | | | | Scheduled Commencement Date: | | January 31, 2011 | | | | | | | | | | Expiration Date: | | December 31, 2015 | | | | | | | | D. | | Base Rent (see Paragraph 3.01): | |

| | | | | | | | | | Premises : | | Suite A | | | | | | | | B . | | Total Leasable Area in the Building : | | 2 , 107 Square Feet | | | | | | | | | Total Leasable Area of the Premises : | | 20 , 000 Leasable Square Feet | | | | | | | | Tenants Pro Rata Share : | | 10 . 54 % | | | | | | | | C . | | Term ( see Paragraph 2 . 01 ) : | | Five ( 5 ) Years | | | | | | | | | | Scheduled Commencement Date : | | January 31 , 2011 | | | | | | | | | | Expiration Date : | | December 31 , 2015 | | | | | | | | D . | | Base Rent ( see Paragraph 3 . 01 ) : | |


Crestwood, Kentucky 40014 | | I. | | Real Estate Broker (Paragraph 19.04): | | Horizon Commercial Realty | | J. | | Option to renew: | | Tenant shall have the option to renew the Lease for one (1) additional period of five (5) years at 95% of the then prevailing market rate for comparable space. | | K. | | Termination Right: | | Tenant shall have the one-time right to terminate the Lease at the end of year two (2) with 120 days prior written notice to Landlord. | | L. | | Right of First Refusal: | | Tenant shall have a continuing right of first refusal to lease any contiguous vacant space available in the Building. Tenant shall five (5) business days from notice of perceived interest from a third party in such vacant space as evidenced by a written letter of intent or offer to lease, a copy of which will be furnished to Tenant, to lease of such available space on the same terms and conditions offered to the third party terms pursuant to an amendment of this Lease otherwise reasonably acceptable to Landlord.

Crestwood , Kentucky 40014 | | I . | | Real Estate Broker ( Paragraph 19 . 04 ) : | | Horizon Commercial Realty | | J . | | Option to renew : | | Tenant shall have the option to renew the Lease for one ( 1 ) additional period of five ( 5 ) years at 95 % of the then prevailing market rate for comparable space . | | K . | | Termination Right : | | Tenant shall have the one-time right to terminate the Lease at the end of year two ( 2 ) with 120 days prior written notice to Landlord . | | L . | | Right of First Refusal : | | Tenant shall have a continuing right of first refusal to lease any contiguous vacant space available in the Building . Tenant shall five ( 5 ) business days from notice of perceived interest from a third party in such vacant space as evidenced by a written letter of intent or offer to lease , a copy of which will be furnished to Tenant , to lease of such available space on the same terms and conditions offered to the third party terms pursuant to an amendment of this Lease otherwise reasonably acceptable to Landlord .


17.03 Americans with Disabilities Act. Any costs for alterations, additions or improvements required to modify the Common Areas of the Building in conjunction with the Americans with Disabilities Act ( ADA) shall be paid by Landlord, and the cost thereof (excluding the amount of any fines or penalties assessed against Landlord for knowing and intentional non-compliance with the ADA), shall be an Operating Expense of the Building. Such alternations, additions or improvements shall be made In the sole discretion of Landlord. Any alterations, additions or improvements required to modify the Premises in conjunction with the ADA shall be approved by Landlord and paid by Tenant. Within ten (10)days after receipt, Tenant shall advise Landlord in

17 . 03 Americans with Disabilities Act . Any costs for alterations , additions or improvements required to modify the Common Areas of the Building in conjunction with the Americans with Disabilities Act ( ADA ) shall be paid by Landlord , and the cost thereof ( excluding the amount of any fines or penalties assessed against Landlord for knowing and intentional non-compliance with the ADA ) , shall be an Operating Expense of the Building . Such alternations , additions or improvements shall be made In the sole discretion of Landlord . Any alterations , additions or improvements required to modify the Premises in conjunction with the ADA shall be approved by Landlord and paid by Tenant . Within ten ( 10 ) days after receipt , Tenant shall advise Landlord in


BEING a consolidation of Lot 17 and Lot 17A of Arbor Ridge Subdivision, Section5 , a plat of which is of record in Plat Book 6, Page 77 , in the Office of the Clerk of Oldham County, Kentucky.

BEING a consolidation of Lot 17 and Lot 17A of Arbor Ridge Subdivision , Section5 , a plat of which is of record in Plat Book 6 , Page 77 , in the Office of the Clerk of Oldham County , Kentucky .


THIS THIRD ADDENDUM TO OFFICE LEASE AGREEMENT <sup> <sup> (Third Addendum) is made and entered into as of April27th, 2015 (the Effective Date), by and between (I) DHB PROPERTIES, LLC , a Kentucky limited liability company (Landlord), and (II) APELLIS PHARMACEUTICALS, INC ., a Delaware corporation (Tenant).

THIS THIRD ADDENDUM TO OFFICE LEASE AGREEMENT < sup > < sup > ( Third Addendum ) is made and entered into as of April27th , 2015 ( the Effective Date ) , by and between ( I ) DHB PROPERTIES , LLC , a Kentucky limited liability company ( Landlord ) , and ( II ) APELLIS PHARMACEUTICALS , INC . , a Delaware corporation ( Tenant ) .


| | Base Rent for the area of the Premises which comprises the First Expansion Space shall commence on October7, 2014, and shall be due and payable to Landlord by Tenant in monthly installments of $2,398.42 (based on an annual rental amount of $17.00 per square foot) on October7, 2014, and continuing on the first (1st)day of each month thereafter through February 2016. | | | | (b) | | The monthly installments of Base Rent due and payable to Landlord for the area of the Premises which comprises the First Expansion Space shall increase as of March1, 2016 (based on an annual rental amount of $18.00 per square foot), and will be due and payable to Landlord by Tenant in monthly amounts of $2,539.50 commencing on March1, 2016, and continuing on the first (1st)day of each month thereafter through the remaining Term as extended by the Third Addendum. | | | Second Expansion Premise | | 5. | | (a) | | Base Rent for the area of the Premises which comprises the Second Expansion Space shall commence on delivery estimated to be July15, 2015 and shall be due and payable to Landlord by Tenant in monthly installments of $4,710.42 (based on an annual rental amount of $17.00 per square foot) and continuing on the first (1sl)day of each month thereafter through February 2016. | | | | (b) | | The monthly Installments of Base Rent due and payable to Landlord for the area of the Premises which comprises the Second Expansion Space shall increase as of March1, 2016 (based on an annual rental amount of $18.00 per square foot), and will be due and payable to Landlord by Tenant In monthly amounts of $4,987.50 commencing on March1, 2016, and continuing on the first (1st)day of each month thereafter through the remaining Term as extended by the Third Addendum, | 6. | | Tenant Finish: The Landlords Work with regard to the Second Expansion Space is out depicted and described on Exhibit B attached hereto and made a part hereof (the Tenant Finish), and Tenant shall be responsible for and shall pay the cost of the Tenant Finish, up to an agreed aggregate maximum amount of $207,788.00 (the Tenant Contribution), in two stages as follows: | | | | (a) | | On or about , Landlord shall provide to Tenant a copy of an invoice from the general contractor (the General Contractor) for one-half ( 1/2) of the cost of the Tenant Finish, which invoice amount Tenant shall directly pay to the General Contractor up to a maximum amount of $89,644. * * *

| | Base Rent for the area of the Premises which comprises the First Expansion Space shall commence on October7 , 2014 , and shall be due and payable to Landlord by Tenant in monthly installments of $ 2 , 398 . 42 ( based on an annual rental amount of $ 17 . 00 per square foot ) on October7 , 2014 , and continuing on the first ( 1st ) day of each month thereafter through February 2016 . | | | | ( b ) | | The monthly installments of Base Rent due and payable to Landlord for the area of the Premises which comprises the First Expansion Space shall increase as of March1 , 2016 ( based on an annual rental amount of $ 18 . 00 per square foot ) , and will be due and payable to Landlord by Tenant in monthly amounts of $ 2 , 539 . 50 commencing on March1 , 2016 , and continuing on the first ( 1st ) day of each month thereafter through the remaining Term as extended by the Third Addendum . | | | Second Expansion Premise | | 5 . | | ( a ) | | Base Rent for the area of the Premises which comprises the Second Expansion Space shall commence on delivery estimated to be July15 , 2015 and shall be due and payable to Landlord by Tenant in monthly installments of $ 4 , 710 . 42 ( based on an annual rental amount of $ 17 . 00 per square foot ) and continuing on the first ( 1sl ) day of each month thereafter through February 2016 . | | | | ( b ) | | The monthly Installments of Base Rent due and payable to Landlord for the area of the Premises which comprises the Second Expansion Space shall increase as of March1 , 2016 ( based on an annual rental amount of $ 18 . 00 per square foot ) , and will be due and payable to Landlord by Tenant In monthly amounts of $ 4 , 987 . 50 commencing on March1 , 2016 , and continuing on the first ( 1st ) day of each month thereafter through the remaining Term as extended by the Third Addendum , | 6 . | | Tenant Finish : The Landlords Work with regard to the Second Expansion Space is out depicted and described on Exhibit B attached hereto and made a part hereof ( the Tenant Finish ) , and Tenant shall be responsible for and shall pay the cost of the Tenant Finish , up to an agreed aggregate maximum amount of $ 207 , 788 . 00 ( the Tenant Contribution ) , in two stages as follows : | | | | ( a ) | | On or about , Landlord shall provide to Tenant a copy of an invoice from the general contractor ( the General Contractor ) for one-half ( 1 / 2 ) of the cost of the Tenant Finish , which invoice amount Tenant shall directly pay to the General Contractor up to a maximum amount of $ 89 , 644 . * * *


35 PARKWOOD REALTY LLC


SPRING BANK PHARMACEUTICALS, INC.


$34,789.94 Months 36 47


$35,821.84 Months 48 59


$37,836.52 Months 72 83


Saul Ewing LLP ---|--- 131 Dartmouth Street, Suite 501

Saul Ewing LLP - - - | - - - 131 Dartmouth Street , Suite 501


Ten (10) years and five (5) months, as described in the Basic Lease Information, subject to adjustments mutually agreed to by Tenant and Landlord and earlier terminations as provided for in the Lease. From the Term Commencement Date until the Rent Commencement Date, Tenant shall be subject to all the terms and conditions of this Lease excepting only the obligation to pay Basic Rent for the Office/Lab Premises.

Ten ( 10 ) years and five ( 5 ) months , as described in the Basic Lease Information , subject to adjustments mutually agreed to by Tenant and Landlord and earlier terminations as provided for in the Lease . From the Term Commencement Date until the Rent Commencement Date , Tenant shall be subject to all the terms and conditions of this Lease excepting only the obligation to pay Basic Rent for the Office / Lab Premises .


(a)With the execution of this Lease, Tenant shall pay to Landlord $233,800.19 as a Security Deposit, which shall be held by Landlord to secure Tenants performance of its obligations under this Lease.The Security Deposit is not an advance payment of Rent or a measure or limit of Landlords damages upon an Event of Default (defined in Section 18).Landlord may, from timetotime following an Event of Default and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder.Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its then-required amount.Provided that Tenant has

( a ) With the execution of this Lease , Tenant shall pay to Landlord $ 233 , 800 . 19 as a Security Deposit , which shall be held by Landlord to secure Tenants performance of its obligations under this Lease . The Security Deposit is not an advance payment of Rent or a measure or limit of Landlords damages upon an Event of Default ( defined in Section 18 ) . Landlord may , from timetotime following an Event of Default and without prejudice to any other remedy , use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder . Following any such application of the Security Deposit , Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its then-required amount . Provided that Tenant has


(a)Landlords Obligations.Landlord shall maintain in good order, condition and repair the Common Areas, the Buildings roof, foundation, exterior walls and windows and structural elements (the Buildings Structure), and the electrical (including lights, ballasts and fixtures), mechanical, plumbing, life safety and HVAC systems serving the Premises, including without limitation the heat pumps located in the Premises (the Heat Pumps) as well as the chillers located elsewhere in the Building but serving the Premises (the Buildings Systems) (but not including those specialized HVAC systems serving the Lab Space, installed as part of the Lab Work or by Tenant following the Term Commencement Date, such systems referred to herein as the Specialized HVAC Systems), including the repair or, if necessary in Landlords reasonable judgment, the replacement of the major components thereof, during the Lease Term.Tenant shall be responsible for the maintenance and repair of any Specialized HVAC Systems, as set forth in Section 9(b) below. Landlord shall not be responsible for alterations to the Buildings Structure required by applicable Law after the Term Commencement Date because of Tenants specific laboratory use (thus not including general office use) of the Premises, which alterations shall be Tenants responsibility.The Buildings Structure does not include interior windows, glass or plate glass, doors within the Premises, locks, special fronts, or office entries, all of which shall be maintained by Tenant.The outside door locks must stay on the master key systems for the Fire Department.Notwithstanding any provision of this Section 7(a) to the contrary, Landlord shall be responsible for compliance of Landlords Work and the Building (including Common Areas but expressly excluding the Premises following performance of Landlords Work), with all Laws, including but not limited to the Americans with Disabilities Act ( the ADA).All costs incurred by Landlord in fulfilling its obligations set forth in this Section 7(a) shall be included in Operating Costs and Tenant shall pay its Proportionate Share thereof to the extent set forth in Section 4(b) above.

( a ) Landlords Obligations . Landlord shall maintain in good order , condition and repair the Common Areas , the Buildings roof , foundation , exterior walls and windows and structural elements ( the Buildings Structure ) , and the electrical ( including lights , ballasts and fixtures ) , mechanical , plumbing , life safety and HVAC systems serving the Premises , including without limitation the heat pumps located in the Premises ( the Heat Pumps ) as well as the chillers located elsewhere in the Building but serving the Premises ( the Buildings Systems ) ( but not including those specialized HVAC systems serving the Lab Space , installed as part of the Lab Work or by Tenant following the Term Commencement Date , such systems referred to herein as the Specialized HVAC Systems ) , including the repair or , if necessary in Landlords reasonable judgment , the replacement of the major components thereof , during the Lease Term . Tenant shall be responsible for the maintenance and repair of any Specialized HVAC Systems , as set forth in Section 9 ( b ) below . Landlord shall not be responsible for alterations to the Buildings Structure required by applicable Law after the Term Commencement Date because of Tenants specific laboratory use ( thus not including general office use ) of the Premises , which alterations shall be Tenants responsibility . The Buildings Structure does not include interior windows , glass or plate glass , doors within the Premises , locks , special fronts , or office entries , all of which shall be maintained by Tenant . The outside door locks must stay on the master key systems for the Fire Department . Notwithstanding any provision of this Section 7 ( a ) to the contrary , Landlord shall be responsible for compliance of Landlords Work and the Building ( including Common Areas but expressly excluding the Premises following performance of Landlords Work ) , with all Laws , including but not limited to the Americans with Disabilities Act ( the ADA ) . All costs incurred by Landlord in fulfilling its obligations set forth in this Section 7 ( a ) shall be included in Operating Costs and Tenant shall pay its Proportionate Share thereof to the extent set forth in Section 4 ( b ) above .


1.Subordination.The Lease and any extensions, renewals, replacements or modifications thereof, any purchase options or rights of first refusal, and all of the right, title and interest of the Tenant in and to the Premises are and shall be subject and subordinate to the Mortgage and the Assignment and to all of the terms and conditions contained therein (including, without limitation, the casualty and condemnation provisions of the Mortgage).

1 . Subordination . The Lease and any extensions , renewals , replacements or modifications thereof , any purchase options or rights of first refusal , and all of the right , title and interest of the Tenant in and to the Premises are and shall be subject and subordinate to the Mortgage and the Assignment and to all of the terms and conditions contained therein ( including , without limitation , the casualty and condemnation provisions of the Mortgage ) .


5.Landlord shall provide all door locks in each tenants leased premises, at the cost of such tenant, and no tenant shall place any additional door locks in its leased premises without Landlords prior written consent.On or before the Term Commencement Date, Landlord , at its expense, shall furnish to Tenant a number of card keys equal to the amount of Tenant Parking Spaces for entry into the Premises for Tenants employees who will be working in the Premises.Thereafter during the Term, Landlord will provide up to six (6) replacement card keys per year at its cost, and any additional required card keys shall be at the expense of Tenant.

5 . Landlord shall provide all door locks in each tenants leased premises , at the cost of such tenant , and no tenant shall place any additional door locks in its leased premises without Landlords prior written consent . On or before the Term Commencement Date , Landlord , at its expense , shall furnish to Tenant a number of card keys equal to the amount of Tenant Parking Spaces for entry into the Premises for Tenants employees who will be working in the Premises . Thereafter during the Term , Landlord will provide up to six ( 6 ) replacement card keys per year at its cost , and any additional required card keys shall be at the expense of Tenant .


BENEFICIARY: 35 PARKWOOD REALTY LLC


ANY SUCH NOTICE SHALL BE EFFECTIVE WHEN SENT BY US AND UPON SUCH NOTICE TO YOU, YOU MAY DRAW AT ANY TIME PRIOR TO THE THEN CURRENT EXPIRATION DATE, UP TO THE FULL AMOUNT THEN AVAILABLE HEREUNDER, AGAINST YOUR DRAFT(S) DRAWN ON US AT SIGHT AND THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS THERETO, ACCOMPANIED BY YOURSTATEMENT, SIGNED BY AN AUTHORIZED SIGNATORY,ON YOUR LETTERHEAD STATING THAT YOU ARE IN RECEIPT OF BANK OF AMERICA, N.A.S NOTICE OF NONEXTENSION UNDER LETTER OF CREDIT NO._________ AND THE APPLICANTS OBLIGATION TO YOU REMAINS.

ANY SUCH NOTICE SHALL BE EFFECTIVE WHEN SENT BY US AND UPON SUCH NOTICE TO YOU , YOU MAY DRAW AT ANY TIME PRIOR TO THE THEN CURRENT EXPIRATION DATE , UP TO THE FULL AMOUNT THEN AVAILABLE HEREUNDER , AGAINST YOUR DRAFT ( S ) DRAWN ON US AT SIGHT AND THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS THERETO , ACCOMPANIED BY YOURSTATEMENT , SIGNED BY AN AUTHORIZED SIGNATORY , ON YOUR LETTERHEAD STATING THAT YOU ARE IN RECEIPT OF BANK OF AMERICA , N . A . S NOTICE OF NONEXTENSION UNDER LETTER OF CREDIT NO . _________ AND THE APPLICANTS OBLIGATION TO YOU REMAINS .


SHOULD YOU WISH TO EFFECT A TRANSFER UNDER THIS CREDIT, SUCH TRANSFER WILL BE SUBJECT TO THE RETURN TO US OF THE ORIGINAL CREDIT INSTRUMENT , ACCOMPANIED BY OUR FORM OF TRANSFER, PROPERLY COMPLETED AND SIGNED BY AN AUTHORIZED SIGNATORY OF YOUR FIRM, BEARING YOUR BANKERS STAMP AND SIGNATURE AUTHENTICATION. ALL TRANSFER CHARGES WILL BE FOR THE ACCOUNT OF APPLICANT. SUCH TRANSFER FORM IS ATTACHED HERETO.

SHOULD YOU WISH TO EFFECT A TRANSFER UNDER THIS CREDIT , SUCH TRANSFER WILL BE SUBJECT TO THE RETURN TO US OF THE ORIGINAL CREDIT INSTRUMENT , ACCOMPANIED BY OUR FORM OF TRANSFER , PROPERLY COMPLETED AND SIGNED BY AN AUTHORIZED SIGNATORY OF YOUR FIRM , BEARING YOUR BANKERS STAMP AND SIGNATURE AUTHENTICATION . ALL TRANSFER CHARGES WILL BE FOR THE ACCOUNT OF APPLICANT . SUCH TRANSFER FORM IS ATTACHED HERETO .


DRAFTS AND DOCUMENTS MUST BE PRESENTED AT OUR OFFICE ADDRESSED: BANK OF AMERICA, N.A., 1 FLEET WAY, SCRANTON, PA 18507-1999, ATTN: GTO - STANDBY DEPT.

DRAFTS AND DOCUMENTS MUST BE PRESENTED AT OUR OFFICE ADDRESSED : BANK OF AMERICA , N . A . , 1 FLEET WAY , SCRANTON , PA 18507-1999 , ATTN : GTO - STANDBY DEPT .


The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary.Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary's signature and title on this form also acts to certify that the authorizingfinancial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; ( iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that Bank of America, N.A. is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103 .121 (b)(6)."

The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary . Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form . The authorization of the Beneficiary ' s signature and title on this form also acts to certify that the authorizingfinancial institution ( i ) is regulated by a U . S . federal banking agency ; ( ii ) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law , including a Customer Identification Program ( CIP ) in accordance with Section 326 of the USA PATRIOT Act ; ( iii ) has approved the Beneficiary under its anti-money laundering compliance program ; and ( iv ) acknowledges that Bank of America , N . A . is relying on the foregoing certifications pursuant to 31 C . F . R . Section 103 . 121 ( b ) ( 6 ) . "


c. In consideration of the promises of the Company set forth in the Employment Agreement, Executive hereby releases and discharges the Releasees from any and all Claims that Executive may have against the Releasees arising under the Age Discrimination Employment Act of 1967 , as amended, and the applicable rules and regulations promulgated thereunder (ADEA). Executive acknowledges that he understands that the ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive also understands that, by signing this Agreement, he is waiving all Claims against any and all of the Releasees.

c . In consideration of the promises of the Company set forth in the Employment Agreement , Executive hereby releases and discharges the Releasees from any and all Claims that Executive may have against the Releasees arising under the Age Discrimination Employment Act of 1967 , as amended , and the applicable rules and regulations promulgated thereunder ( ADEA ) . Executive acknowledges that he understands that the ADEA is a federal statute that prohibits discrimination on the basis of age in employment , benefits and benefit plans . Executive also understands that , by signing this Agreement , he is waiving all Claims against any and all of the Releasees .


5. Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without reference to rules relating to conflicts of laws.

5 . Governing Law . This Agreement and any other document or instrument delivered pursuant hereto , and all claims or causes of action that may be based upon , arise out of or relate to this Agreement will be governed by , and construed under and in accordance with , the internal laws of the State of Delaware , without reference to rules relating to conflicts of laws .


THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of March 31, 2017 , by and between Hospitality Investors Trust, Inc. , a Maryland corporation (the Company), and Paul C. Hughes (Executive).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into as of March 31 , 2017 , by and between Hospitality Investors Trust , Inc . , a Maryland corporation ( the Company ) , and Paul C . Hughes ( Executive ) .