(a) Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by Executive pursuant to this Agreement are special and unique, and that by reason of his employment by the Company after the Effective Date, Executive will acquire, or may have acquired, Confidential Information . Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company, free of any rights of Executive, and acknowledges that the Company has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of Executives employment with the Company pursuant to this Agreement, Executive agrees that at all times from and after the Effective Date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than the Company) any Confidential Information, except as specifically required in the performance of his duties hereunder, without the prior written consent of the Company, except to the extent that (i)any such Confidential Information becomes generally available to the public, other than as a result of a breach by Executive of this Section8.1 or by any other executive officer of the Company subject to confidentiality obligations, or (ii)any such Confidential Information becomes available to Executive on a non-confidential basis from a source other than the Company, or its executive officers or advisors; provided, that such source is not known by Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Company or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if Executive is required by law to disclose any Confidential Information; provided, that in such case, Executive shall (x)give the Company the earliest notice possible that such disclosure is or may be required and (y)cooperate with the Company, at the Companys expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of Executive under this Section8.1 shall survive any termination of this Agreement. During the Employment Period Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data and compilation, agreements, contracts, manuals or other documents of the Company which embody the Confidential Information, and upon the expiration or the termination of the Employment Period, Executive agrees that all Confidential Information in his possession, directly or indirectly, that is in writing or other tangible form (together with all

( a ) Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Confidential Information ( as defined herein ) . The parties hereto recognize that the services to be performed by Executive pursuant to this Agreement are special and unique , and that by reason of his employment by the Company after the Effective Date , Executive will acquire , or may have acquired , Confidential Information . Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company , free of any rights of Executive , and acknowledges that the Company has a vested interest in assuring that all such Confidential Information remains secret and confidential . Therefore , in consideration of Executives employment with the Company pursuant to this Agreement , Executive agrees that at all times from and after the Effective Date , he will not , directly or indirectly , disclose to any person , firm , company or other entity ( other than the Company ) any Confidential Information , except as specifically required in the performance of his duties hereunder , without the prior written consent of the Company , except to the extent that ( i ) any such Confidential Information becomes generally available to the public , other than as a result of a breach by Executive of this Section8 . 1 or by any other executive officer of the Company subject to confidentiality obligations , or ( ii ) any such Confidential Information becomes available to Executive on a non-confidential basis from a source other than the Company , or its executive officers or advisors ; provided , that such source is not known by Executive to be bound by a confidentiality agreement with , or other obligation of secrecy to , the Company or another party . In addition , it shall not be a breach of the confidentiality obligations hereof if Executive is required by law to disclose any Confidential Information ; provided , that in such case , Executive shall ( x ) give the Company the earliest notice possible that such disclosure is or may be required and ( y ) cooperate with the Company , at the Companys expense , in protecting to the maximum extent legally permitted , the confidential or proprietary nature of the Confidential Information which must be so disclosed . The obligations of Executive under this Section8 . 1 shall survive any termination of this Agreement . During the Employment Period Executive shall exercise all due and diligent precautions to protect the integrity of the business plans , customer lists , statistical data and compilation , agreements , contracts , manuals or other documents of the Company which embody the Confidential Information , and upon the expiration or the termination of the Employment Period , Executive agrees that all Confidential Information in his possession , directly or indirectly , that is in writing or other tangible form ( together with all


8.5 Resignation as an Officer and Director. Upon any termination of Executives employment, Executive shall be deemed to have resigned, to the extent applicable as an officer of the Company, a member of the board of directors or similar body of any of Cedar Fair, L.P. s Affiliates and as a fiduciary of any Company benefit plan. On or immediately following the date of any termination of Executives employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation(s).

8 . 5 Resignation as an Officer and Director . Upon any termination of Executives employment , Executive shall be deemed to have resigned , to the extent applicable as an officer of the Company , a member of the board of directors or similar body of any of Cedar Fair , L . P . s Affiliates and as a fiduciary of any Company benefit plan . On or immediately following the date of any termination of Executives employment , Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation ( s ) .


WHEREAS, Cedar Fair, L.P. <sup> is affiliated with several corporations and partnerships including, without limitation, Cedar Fair Management and Magnum (collectively, Cedar Fair or the Company);

WHEREAS , Cedar Fair , L . P . < sup > is affiliated with several corporations and partnerships including , without limitation , Cedar Fair Management and Magnum ( collectively , Cedar Fair or the Company ) ;


a. In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6.1(a), (c), (d), (f)and (h)and the last sentence of Section6.2 of the Employment Agreement , the Employee, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section1 as Employee), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the Company Released Parties) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as claims) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq.; Title VII of the Civil Rights Act of 1964 , 42 U.S.C. 2000e et seq.; the Americans with Disabilities Act of 1990 , 42 U.S.C. 12101 et seq.; the Family and Medical Leave Act of 1993 , 29 U.S.C. 2601 et seq.; the Employee Retirement Income Security Act of 1974 , 29 U.S.C. 1001 et seq.; the Equal Pay Act of 1963 , 29 U.S.C. 206 (d); Section806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C . 1681 et seq.; the Fair Credit Reporting Act, 15 U.S.C . 1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by the Company

a . In consideration of Employees right to receive the severance payments and benefits set forth in Sections 6 . 1 ( a ) , ( c ) , ( d ) , ( f ) and ( h ) and the last sentence of Section6 . 2 of the Employment Agreement , the Employee , on behalf of himself and his heirs , executors , administrators , trustees , legal representatives , successors and assigns ( hereinafter collectively referred to for purposes of this Section1 as Employee ) , hereby agrees to irrevocably and unconditionally waive , release and forever discharge the Company and its past , present and future affiliates and related entities , parent and subsidiary corporations , divisions , shareholders , predecessors , current , former and future officers , directors , employees , trustees , fiduciaries , administrators , executives , agents , representatives , successors and assigns ( collectively , the Company Released Parties ) from any and all waivable claims , charges , demands , sums of money , actions , rights , promises , agreements , causes of action , obligations and liabilities of any kind or nature whatsoever , at law or in equity , whether known or unknown , existing or contingent , suspected or unsuspected , apparent or concealed , foreign or domestic ( hereinafter collectively referred to as claims ) which he has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts , acts , conduct , omissions , transactions , occurrences , contracts , claims , events , causes , matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Employees execution of this Agreement . Such claims include , without limitation , claims arising under the Age Discrimination in Employment Act , 29 U . S . C . 621 et seq . ; Title VII of the Civil Rights Act of 1964 , 42 U . S . C . 2000e et seq . ; the Americans with Disabilities Act of 1990 , 42 U . S . C . 12101 et seq . ; the Family and Medical Leave Act of 1993 , 29 U . S . C . 2601 et seq . ; the Employee Retirement Income Security Act of 1974 , 29 U . S . C . 1001 et seq . ; the Equal Pay Act of 1963 , 29 U . S . C . 206 ( d ) ; Section806 of the Corporate and Criminal Fraud Accountability Act of 2002 , 18 U . S . C . 1681 et seq . ; the Fair Credit Reporting Act , 15 U . S . C . 1681 et seq . ; any other federal , state or local statutory laws relating to employment , discrimination in employment , termination of employment , wages , benefits or otherwise ; or any other federal , state or local constitution , statute , rule , or regulation , including , but not limited to , any ordinance addressing fair employment practices ; any claims for employment or reemployment by the Company


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (COBRA), continued participation by Executive and Executives eligible

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , continued participation by Executive and Executives eligible


Good Reason shall mean, without Executives prior written consent, (i)a material diminution in Executives position or duties, authority or responsibilities including, without limitation, Executive ceasing to be an executive officer (as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended (the Exchange Act)) of a company with a class of securities registered under Section12(b)of the Exchange Act; ( ii)the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of President and Chief Operating Officer , (iii)a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15% and such reduction continues for no more than 12 months; (iv)Executives relocation to offices of the Company that are more than fifty (50) miles from the Companys offices in Yardley, Pennsylvania; or (v)any action or inaction that constitutes a material breach of this Agreement by the Company. In order to invoke a termination for Good Reason, Executive must deliver a written notice of the grounds for such termination within thirty (30) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty (30) days to cure the circumstances. In order to terminate Executives employment, if at all, for Good Reason, Executive must terminate employment within sixty (60) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured.

Good Reason shall mean , without Executives prior written consent , ( i ) a material diminution in Executives position or duties , authority or responsibilities including , without limitation , Executive ceasing to be an executive officer ( as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) of a company with a class of securities registered under Section12 ( b ) of the Exchange Act ; ( ii ) the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of President and Chief Operating Officer , ( iii ) a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15 % and such reduction continues for no more than 12 months ; ( iv ) Executives relocation to offices of the Company that are more than fifty ( 50 ) miles from the Companys offices in Yardley , Pennsylvania ; or ( v ) any action or inaction that constitutes a material breach of this Agreement by the Company . In order to invoke a termination for Good Reason , Executive must deliver a written notice of the grounds for such termination within thirty ( 30 ) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty ( 30 ) days to cure the circumstances . In order to terminate Executives employment , if at all , for Good Reason , Executive must terminate employment within sixty ( 60 ) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured .


a. In consideration of the amounts to be paid by the Company pursuant to the Employment Agreement entered into on [Date], 2017, by and between the Company and Executive (the Employment Agreement), Executive, on behalf of himself and his heirs, executors, devisees, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company and its parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, shareholders, agents, representatives and employees, and each of their heirs, executors, successors and assigns (collectively, the Releasees), from any and all debts, demands, actions, causes of action, accounts, covenants, contracts, agreements, claims, damages, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (Claims), which Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of any matter or cause whatsoever arising from the beginning of time to the time he signs this Agreement (the General Release). This General Release of Claims shall apply to any Claim of any type, including, without limitation, any and all Claims of any type that Executive may have arising under the common law, under the National Labor Relations Act, Title VII of the Civil Rights Act of 1964 , the Civil Rights Act of 1991 , the Older Workers Benefit Protection Act, the Americans With Disabilities Act of 1967 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 , the Sarbanes- Oxley Act of 2002 , each as amended, the Fair Credit Reporting Act, the Fair Credit Reporting Act, 15 U.S.C. 1681 , et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 , et seq., the Equal Pay Act of 1963 , claims for wrongful discharge in violation of public policy, claims under the Employment Discrimination Bureau (EDB) Pennsylvania, the Pennsylvania Family Leave Act, the Pennsylvania Workers Compensation Act, the Pennsylvania State Wage and Hour Law, the Pennsylvania Law on Equal Pay, the Pennsylvania Political Activities of Employees Law, the Pennsylvania Lie Detector Testing Law, the Pennsylvania Tobacco Use Law, the Pennsylvania Genetic Testing Law, the State of Pennsylvania Labor Relations Act, the Pennsylvania Human Rights Law, and the Pennsylvania Labor Law, claims for discrimination in violation of the Pennsylvania Human Relations Act, each as amended, and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executives employment relationship, or the termination of his employment, with the Company.

a . In consideration of the amounts to be paid by the Company pursuant to the Employment Agreement entered into on [ Date ] , 2017 , by and between the Company and Executive ( the Employment Agreement ) , Executive , on behalf of himself and his heirs , executors , devisees , successors and assigns , knowingly and voluntarily releases , remises , and forever discharges the Company and its parents , subsidiaries or affiliates , together with each of their current and former principals , officers , directors , shareholders , agents , representatives and employees , and each of their heirs , executors , successors and assigns ( collectively , the Releasees ) , from any and all debts , demands , actions , causes of action , accounts , covenants , contracts , agreements , claims , damages , omissions , promises , and any and all claims and liabilities whatsoever , of every name and nature , known or unknown , suspected or unsuspected , both in law and equity ( Claims ) , which Executive ever had , now has , or may hereafter claim to have against the Releasees by reason of any matter or cause whatsoever arising from the beginning of time to the time he signs this Agreement ( the General Release ) . This General Release of Claims shall apply to any Claim of any type , including , without limitation , any and all Claims of any type that Executive may have arising under the common law , under the National Labor Relations Act , Title VII of the Civil Rights Act of 1964 , the Civil Rights Act of 1991 , the Older Workers Benefit Protection Act , the Americans With Disabilities Act of 1967 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act , the Employee Retirement Income Security Act of 1974 , the Sarbanes - Oxley Act of 2002 , each as amended , the Fair Credit Reporting Act , the Fair Credit Reporting Act , 15 U . S . C . 1681 , et seq . , the Worker Adjustment and Retraining Notification Act , 29 U . S . C . 2101 , et seq . , the Equal Pay Act of 1963 , claims for wrongful discharge in violation of public policy , claims under the Employment Discrimination Bureau ( EDB ) Pennsylvania , the Pennsylvania Family Leave Act , the Pennsylvania Workers Compensation Act , the Pennsylvania State Wage and Hour Law , the Pennsylvania Law on Equal Pay , the Pennsylvania Political Activities of Employees Law , the Pennsylvania Lie Detector Testing Law , the Pennsylvania Tobacco Use Law , the Pennsylvania Genetic Testing Law , the State of Pennsylvania Labor Relations Act , the Pennsylvania Human Rights Law , and the Pennsylvania Labor Law , claims for discrimination in violation of the Pennsylvania Human Relations Act , each as amended , and any other federal , state or local statutes , regulations , ordinances or common law , or under any policy , agreement , contract , understanding or promise , written or oral , formal or informal , between any of the Releasees and Executive and shall further apply , without limitation , to any and all Claims in connection with , related to or arising out of Executives employment relationship , or the termination of his employment , with the Company .


(b) Each payment under this Agreement, including each installment payment, shall be considered a separate and distinct payment. For purposes of this Agreement, each payment is intended to be excepted from Section409A to the maximum extent provided as follows: (i)each payment made within the applicable 2 month period specified in Treas. Reg. 1.409A-1(b)(4)is intended to be excepted under the short-term deferral exception; (ii)post- termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. 1.409A-1(b)(9)(v)(B); and (iii)to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. 1.409A-1(b)(9)(iii). With respect to payments subject to Section409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required

( b ) Each payment under this Agreement , including each installment payment , shall be considered a separate and distinct payment . For purposes of this Agreement , each payment is intended to be excepted from Section409A to the maximum extent provided as follows : ( i ) each payment made within the applicable 2 month period specified in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) is intended to be excepted under the short-term deferral exception ; ( ii ) post - termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( v ) ( B ) ; and ( iii ) to the extent payments are made as a result of an involuntary separation , each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) . With respect to payments subject to Section409A ( and not excepted therefrom ) , if any , it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required


13. 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 S tate of Delaware , without reference to rulesrelating to conflicts of laws.

13 . 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 S tate of Delaware , without reference to rulesrelating to conflicts of laws .


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the President and Chief Operating Officer of OptiNose,Inc. and will report to the Chief Executive Officer of OptiNose,Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by Chief Executive Officer or the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder; provided, however, that Executive will be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities (as defined below), so long as such activities (i)do not prohibit or interfere with Executives performance of Executives duties under this Agreement, (ii)do not conflict with the business of the Company or violate any of the provisions of Section8 herein and (iii)are approved in advance in writing by the Chief Executive Officer of OptiNose,Inc. and the Nominating and Corporate Governance Committee (which consent shall not be unreasonably withheld). For purposes of this Agreement, Outside Activities shall include the oversight of passive investments and activities involving professional, charitable, education, religious and other organizations (including membership on boards of for-profit and non-profit organizations). Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania.

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the President and Chief Operating Officer of OptiNose , Inc . and will report to the Chief Executive Officer of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by Chief Executive Officer or the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder ; provided , however , that Executive will be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities ( as defined below ) , so long as such activities ( i ) do not prohibit or interfere with Executives performance of Executives duties under this Agreement , ( ii ) do not conflict with the business of the Company or violate any of the provisions of Section8 herein and ( iii ) are approved in advance in writing by the Chief Executive Officer of OptiNose , Inc . and the Nominating and Corporate Governance Committee ( which consent shall not be unreasonably withheld ) . For purposes of this Agreement , Outside Activities shall include the oversight of passive investments and activities involving professional , charitable , education , religious and other organizations ( including membership on boards of for-profit and non-profit organizations ) . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (COBRA), continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Internal Revenue Code of 1986, as amended (the Code), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section5(e)(i)commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve ( 12 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve ( 12 ) months , which amount shall be paid in a lump sum at the same time payments under Section5 ( e ) ( i ) commence and is intended to assist Executive with costs of health coverage , which Executive may ( but is not required to ) obtain through an election to continue health care coverage under COBRA ; and


payment is intended to be excepted from Section409A to the maximum extent provided as follows: (i)each payment made within the applicable 2 month period specified in Treas. Reg. 1.409A-1(b)(4)is intended to be excepted under the short-term deferral exception; (ii)post-termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. 1.409A-1(b)(9)(v)(B); and (iii)to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. 1.409A-1(b)(9)(iii). With respect to payments subject to Section409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A. Executive shall have no right to designate the date or any payment under this Agreement.

payment is intended to be excepted from Section409A to the maximum extent provided as follows : ( i ) each payment made within the applicable 2 month period specified in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) is intended to be excepted under the short-term deferral exception ; ( ii ) post-termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( v ) ( B ) ; and ( iii ) to the extent payments are made as a result of an involuntary separation , each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) . With respect to payments subject to Section409A ( and not excepted therefrom ) , if any , it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A . Executive shall have no right to designate the date or any payment under this Agreement .


CPLV Property Owner LLC


| | Environmental Inspections | | | 146 | | ARTICLE XXXIII MEMORANDUM OF LEASE


| | | | | | GROUND LEASE S | | SCHEDULE 3


THIS LEASE (CPLV) (this Lease) is entered into as of October6, 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.), jointly and severally (collectively, or if the context clearly requires, individually, and together with their respective successors and permitted assigns, Tenant).

THIS LEASE ( CPLV ) ( this Lease ) is entered into as of October6 , 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 . ) , jointly and severally ( collectively , or if the context clearly requires , individually , and together with their respective successors and permitted assigns , Tenant ) .


1.3 Term. The Term of this Lease shall commence on the Commencement Date and expire on the Expiration Date (i.e., the Term shall consist of the Initial Term plus all Renewal Terms, to the extent exercised as set forth in Section1.4 below, subject to any earlier termination of the Term pursuant to the terms hereof). The initial stated term of this Lease (the Initial Term) shall commence on October6, 2017 (the Commencement Date) and expire on October31, 2032 (the Initial Stated Expiration Date). The Stated Expiration Date means the Initial Stated Expiration Date or the expiration date of the most recently exercised Renewal Term, as the case may be.

1 . 3 Term . The Term of this Lease shall commence on the Commencement Date and expire on the Expiration Date ( i . e . , the Term shall consist of the Initial Term plus all Renewal Terms , to the extent exercised as set forth in Section1 . 4 below , subject to any earlier termination of the Term pursuant to the terms hereof ) . The initial stated term of this Lease ( the Initial Term ) shall commence on October6 , 2017 ( the Commencement Date ) and expire on October31 , 2032 ( the Initial Stated Expiration Date ) . The Stated Expiration Date means the Initial Stated Expiration Date or the expiration date of the most recently exercised Renewal Term , as the case may be .


Chester Property: Those certain casino, race track and land parcels located at and around 777 Harrahs Boulevard, Chester, Pennsylvania, and owned directly or indirectly by CEOC.

Chester Property : Those certain casino , race track and land parcels located at and around 777 Harrahs Boulevard , Chester , Pennsylvania , and owned directly or indirectly by CEOC .


Eligible Account: A separate and identifiable account from all other funds held by the holding institution that is either (a)an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b)a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity that has a Moodys rating of at least Baa2 and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. 9 .10(b), having in either case a combined capital and surplus of at least Fifty Million and No/100 Dollars ($50,000,000.00) and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

Eligible Account : A separate and identifiable account from all other funds held by the holding institution that is either ( a ) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or ( b ) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity that has a Moodys rating of at least Baa2 and which , in the case of a state chartered depository institution or trust company , is subject to regulations substantially similar to 12 C . F . R . 9 . 10 ( b ) , having in either case a combined capital and surplus of at least Fifty Million and No / 100 Dollars ( $ 50 , 000 , 000 . 00 ) and subject to supervision or examination by federal and state authority . An Eligible Account will not be evidenced by a certificate of deposit , passbook or other instrument .


Embargoed Person: Any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, The USA PATRIOT Act ( including the anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50U.S.C. 1701 , et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder including those related to Specially Designated Nationals and Specially Designated Global Terrorists, with the result that the applicable transaction is prohibited by law or in violation of law.

Embargoed Person : Any person , entity or government subject to trade restrictions under U . S . law , including , but not limited to , The USA PATRIOT Act ( including the anti-terrorism provisions thereof ) , the International Emergency Economic Powers Act , 50U . S . C . 1701 , et seq . , The Trading with the Enemy Act , 50 U . S . C . App . 1 et seq . , and any Executive Orders or regulations promulgated thereunder including those related to Specially Designated Nationals and Specially Designated Global Terrorists , with the result that the applicable transaction is prohibited by law or in violation of law .


Environmental Laws: Any and all federal, state, municipal and local laws, statutes, ordinances, rules, regulations, orders, decrees or judgments, whether statutory or common law, as amended from time to time, now or hereafter in effect, or promulgated, pertaining to the environment, public health and safety and industrial hygiene and relating to the use, generation, manufacture, production, storage, release, discharge, disposal, handling, treatment, removal, decontamination, cleanup, transportation or regulation of any Hazardous Substance, including the Industrial Site Recovery Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act and relevant provisions of the Occupational Safety and Health Act.< br/>

Environmental Laws : Any and all federal , state , municipal and local laws , statutes , ordinances , rules , regulations , orders , decrees or judgments , whether statutory or common law , as amended from time to time , now or hereafter in effect , or promulgated , pertaining to the environment , public health and safety and industrial hygiene and relating to the use , generation , manufacture , production , storage , release , discharge , disposal , handling , treatment , removal , decontamination , cleanup , transportation or regulation of any Hazardous Substance , including the Industrial Site Recovery Act , the Clean Air Act , the Clean Water Act , the Toxic Substances Control Act , the Comprehensive Environmental Response Compensation and Liability Act , the Resource Conservation and Recovery Act , the Federal Insecticide , Fungicide , Rodenticide Act , the Safe Drinking Water Act and relevant provisions of the Occupational Safety and Health Act . & lt ; br / & gt ;


initial purchaser of securities issued in a Fee Mortgagee Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of securities issued in a Fee Mortgagee Securitization, in each case under or relating to the Existing Fee Mortgage, and each of their respective officers, directors and Affiliates and each Person or entity who controls any such Person within the meaning of Section15 of the Securities Act or Section20 of the Exchange Act.< br/>

initial purchaser of securities issued in a Fee Mortgagee Securitization , any other co-underwriters , co-placement agents or co-initial purchasers of securities issued in a Fee Mortgagee Securitization , in each case under or relating to the Existing Fee Mortgage , and each of their respective officers , directors and Affiliates and each Person or entity who controls any such Person within the meaning of Section15 of the Securities Act or Section20 of the Exchange Act . & lt ; br / & gt ;


Forum Shops Lease: That certain Second Amended and Restated Ground Lease, dated February7, 2003, by and between Desert Palace LLC (as successor-in- interest to Caesars Palace Realty Corp.), as landlord, and Forum Shops, LLC, as tenant, as amended from time to time.

Forum Shops Lease : That certain Second Amended and Restated Ground Lease , dated February7 , 2003 , by and between Desert Palace LLC ( as successor-in - interest to Caesars Palace Realty Corp . ) , as landlord , and Forum Shops , LLC , as tenant , as amended from time to time .


Guest Data: Any and all information and data identifying, describing, concerning or generated by prospective, actual or past guests, family members, website visitors and customers of casinos, hotels, retail locations, restaurants, bars, spas, entertainment venues, or other facilities or services, including without limitation any and all guest or customer profiles, contact information (e.g., addresses, phone numbers, facsimile numbers and email addresses), histories, preferences, game play and patronage patterns, experiences, results and demographic information, whether or not any of the foregoing constitutes personally identifiable information, together with any and all other guest or customer information in any database of Tenant, Services Co, Manager or any of their respective Affiliates, regardless of the source or location thereof, and including without limitation such information obtained or derived by Tenant, Services Co, Manager or any of their respective Affiliates from: (i)guests or customers of the Facility (for the avoidance of doubt, including CPLV Guest Data and Property Specific Guest Data); (ii) guests or customers of any Other Facility (including any condominium or interval ownership properties) owned, leased, operated, licensed or franchised by Tenant or any of its Affiliates, or any facility associated with any such Other Facility (including restaurants, golf courses and spas); or (iii)any other sources and databases, including websites, central reservations databases, operational data base (ODS) and any player loyalty programs (e.g., the Total Rewards Program (as defined in the MLSA)).

Guest Data : Any and all information and data identifying , describing , concerning or generated by prospective , actual or past guests , family members , website visitors and customers of casinos , hotels , retail locations , restaurants , bars , spas , entertainment venues , or other facilities or services , including without limitation any and all guest or customer profiles , contact information ( e . g . , addresses , phone numbers , facsimile numbers and email addresses ) , histories , preferences , game play and patronage patterns , experiences , results and demographic information , whether or not any of the foregoing constitutes personally identifiable information , together with any and all other guest or customer information in any database of Tenant , Services Co , Manager or any of their respective Affiliates , regardless of the source or location thereof , and including without limitation such information obtained or derived by Tenant , Services Co , Manager or any of their respective Affiliates from : ( i ) guests or customers of the Facility ( for the avoidance of doubt , including CPLV Guest Data and Property Specific Guest Data ) ; ( ii ) guests or customers of any Other Facility ( including any condominium or interval ownership properties ) owned , leased , operated , licensed or franchised by Tenant or any of its Affiliates , or any facility associated with any such Other Facility ( including restaurants , golf courses and spas ) ; or ( iii ) any other sources and databases , including websites , central reservations databases , operational data base ( ODS ) and any player loyalty programs ( e . g . , the Total Rewards Program ( as defined in the MLSA ) ) .


Indenture: That certain First-Priority Senior Secured Floating Rate Notes due 2022 Indenture dated October6, 2017 , among Propco I, VICI FC Inc., a Delaware corporation, the Subsidiary Guarantors (as defined therein) party thereto from time to time, and UMB Bank, National Association, as trustee.

Indenture : That certain First-Priority Senior Secured Floating Rate Notes due 2022 Indenture dated October6 , 2017 , among Propco I , VICI FC Inc . , a Delaware corporation , the Subsidiary Guarantors ( as defined therein ) party thereto from time to time , and UMB Bank , National Association , as trustee .


Intercreditor Agreement: That certain Intercreditor Agreement, dated as of the date hereof, by and among Landlord, Credit Suisse AG, Cayman Islands Branch, as Credit Agreement Collateral Agent (as defined therein), each additional Tenant Financing Collateral Agent (as defined therein) that becomes a party thereto pursuant to Section9.6 thereof, Tenant and JPMorgan Chase Bank, National Association, Barclays Bank PLC, Goldman Sachs Mortgage Company and Morgan Stanley Bank, N.A., collectively as lender under the Landlord Financing Agreement (as defined therein).

Intercreditor Agreement : That certain Intercreditor Agreement , dated as of the date hereof , by and among Landlord , Credit Suisse AG , Cayman Islands Branch , as Credit Agreement Collateral Agent ( as defined therein ) , each additional Tenant Financing Collateral Agent ( as defined therein ) that becomes a party thereto pursuant to Section9 . 6 thereof , Tenant and JPMorgan Chase Bank , National Association , Barclays Bank PLC , Goldman Sachs Mortgage Company and Morgan Stanley Bank , N . A . , collectively as lender under the Landlord Financing Agreement ( as defined therein ) .


to clause (b)(1) or (b)(2) below is converted to revenue with respect to which Gaming Revenues, Retail Sales and Promotional Allowances are included in Net Revenue for the applicable base year), then, thereafter the rent and/or fees and other consideration received by Tenant pursuant to such Sublease that would otherwise be included in the calculation of Net Revenue for the applicable base year shall be excluded from the calculation of Net Revenue for the applicable base year, and the Gaming Revenues, Retail Sales and Promotional Allowances to be received by Tenant pursuant to its operation of such space shall be substituted therefor.

to clause ( b ) ( 1 ) or ( b ) ( 2 ) below is converted to revenue with respect to which Gaming Revenues , Retail Sales and Promotional Allowances are included in Net Revenue for the applicable base year ) , then , thereafter the rent and / or fees and other consideration received by Tenant pursuant to such Sublease that would otherwise be included in the calculation of Net Revenue for the applicable base year shall be excluded from the calculation of Net Revenue for the applicable base year , and the Gaming Revenues , Retail Sales and Promotional Allowances to be received by Tenant pursuant to its operation of such space shall be substituted therefor .


(3) With respect to any Sublease from Tenant to a Subtenant that is directly or indirectly wholly-owned by Guarantor, Net Revenue shall not include the rent and/or fees or any other consideration received by Tenant pursuant to such Sublease but shall include Gaming Revenues, Retail Sales or Promotional Allowances received by such Subtenant.

( 3 ) With respect to any Sublease from Tenant to a Subtenant that is directly or indirectly wholly-owned by Guarantor , Net Revenue shall not include the rent and / or fees or any other consideration received by Tenant pursuant to such Sublease but shall include Gaming Revenues , Retail Sales or Promotional Allowances received by such Subtenant .


Permitted FF&E Expenditures: FF &E, maintenance capital expenditures, replacements and/or repairs to the Leased Property in the ordinary course, in accordance with Tenants applicable budget.

Permitted FF & amp ; E Expenditures : FF & amp ; E , maintenance capital expenditures , replacements and / or repairs to the Leased Property in the ordinary course , in accordance with Tenants applicable budget .


and Grant of Reciprocal Easements and Declaration of Covenants dated April29, 2016, recorded as Instrument Number 201 60503-0002 965 in the Official Records, Clark County, Nevada, and as amended by that certain Second Amendment to Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants dated on or about the date hereof.

and Grant of Reciprocal Easements and Declaration of Covenants dated April29 , 2016 , recorded as Instrument Number 201 60503-0002 965 in the Official Records , Clark County , Nevada , and as amended by that certain Second Amendment to Second Amended and Restated Parking Agreement and Grant of Reciprocal Easements and Declaration of Covenants dated on or about the date hereof .


Tenants Pledged Property: All now owned and hereafter acquired FF&E not otherwise part of the Leased Property and all other now owned and hereafter acquired personal property (including all gaming equipment), licenses, permits, subleases, concessions, and contracts, in each case, located at the Leased Property or primarily related to or used or held for use in connection with the operation of the business conducted on or about the Leased Property as then being operated (including all Property Specific IP and Property Specific Guest Data and Tenants rights under Property-Related IP, other System-wide IP, proprietary operating systems and customer data, including Guest Data) owned by or licensed or granted to Tenant and/or any Subsidiaries of Tenant, all reserve accounts established hereunder, including the Cap Ex Reserve, CapEx Reserve Funds, FF&E Reserve or FF&E Reserve Funds, and any cash (including all cage cash) located on-site at the Facility but not any other cash, securities or investments; provided, that, Tenants Pledged Property shall exclude all Excluded Assets, all products and proceeds of Tenants Pledged Property, and, to the extent required by Gaming Regulations, any Gaming Licenses.

Tenants Pledged Property : All now owned and hereafter acquired FF & amp ; E not otherwise part of the Leased Property and all other now owned and hereafter acquired personal property ( including all gaming equipment ) , licenses , permits , subleases , concessions , and contracts , in each case , located at the Leased Property or primarily related to or used or held for use in connection with the operation of the business conducted on or about the Leased Property as then being operated ( including all Property Specific IP and Property Specific Guest Data and Tenants rights under Property-Related IP , other System-wide IP , proprietary operating systems and customer data , including Guest Data ) owned by or licensed or granted to Tenant and / or any Subsidiaries of Tenant , all reserve accounts established hereunder , including the Cap Ex Reserve , CapEx Reserve Funds , FF & amp ; E Reserve or FF & amp ; E Reserve Funds , and any cash ( including all cage cash ) located on-site at the Facility but not any other cash , securities or investments ; provided , that , Tenants Pledged Property shall exclude all Excluded Assets , all products and proceeds of Tenants Pledged Property , and , to the extent required by Gaming Regulations , any Gaming Licenses .


(b) Maintenance of Records Relating to Variable Rent Statement. Tenant shall maintain, at its corporate offices, for a period of not less than six(6) years following the end of each Lease Year, adequate records which shall evidence the Net Revenue realized by the Facility during each Lease Year, together with all such records that would normally be examined by an independent auditor pursuant to GAAP in performing an audit of Tenants Variable Rent Statements . The provisions and covenants of this Section3.2(b) shall survive the expiration of the Term or sooner termination of this Lease.

( b ) Maintenance of Records Relating to Variable Rent Statement . Tenant shall maintain , at its corporate offices , for a period of not less than six ( 6 ) years following the end of each Lease Year , adequate records which shall evidence the Net Revenue realized by the Facility during each Lease Year , together with all such records that would normally be examined by an independent auditor pursuant to GAAP in performing an audit of Tenants Variable Rent Statements . The provisions and covenants of this Section3 . 2 ( b ) shall survive the expiration of the Term or sooner termination of this Lease .


7.1 Condition of the Leased Property. Tenant acknowledges receipt and delivery of possession of the Leased Property and confirms that Tenant has examined and otherwise has knowledge of the condition of the Leased Property prior to and as of the execution and delivery of this Lease and has found the same to be satisfactory for its purposes hereunder, it being understood and acknowledged by Tenant that, immediately prior to Landlords acquisition of the Leased Property and contemporaneous entry into this Lease, Tenant (or its Affiliates) was the owner of all of Landlords interest in and to the Leased Property and, accordingly, Tenant is charged with, and deemed to have, full and complete knowledge of all aspects of the condition and state of the Leased Property as of the Commencement Date. Without limitation of the foregoing and regardless of any examination or inspection made by Tenant, and whether or not any patent or latent defect or condition was revealed or discovered thereby, Tenant is leasing the Leased Property as is in its present condition. Without limitation of the foregoing, Tenant waives any claim or action against Landlord in respect of the condition of the Leased Property including any defects or adverse conditions not discovered or otherwise known by Tenant as of the Commencement Date. LANDLORD MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASE D PROPERTY OR ANY PART THEREOF, INCLUDING AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE STATUS OF TITLE TO THE LEASE D PROPERTY OR THE PHYSICAL CONDITION OR STATE OF REPAIR THEREOF, OR THE ZONING OR OTHER LAWS, ORDINANCES, BUILDING CODES, REGULATIONS , RULES AND ORDERS APPLICABLE THERETO OR TO ANY CAPITAL IMPROVEMENTS WHICH MAY BE NOW OR HEREAFTER CONTEMPLATED, THE IMPOSITIONS LEVIED IN RESPECT OF THE LEASE D

7 . 1 Condition of the Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and confirms that Tenant has examined and otherwise has knowledge of the condition of the Leased Property prior to and as of the execution and delivery of this Lease and has found the same to be satisfactory for its purposes hereunder , it being understood and acknowledged by Tenant that , immediately prior to Landlords acquisition of the Leased Property and contemporaneous entry into this Lease , Tenant ( or its Affiliates ) was the owner of all of Landlords interest in and to the Leased Property and , accordingly , Tenant is charged with , and deemed to have , full and complete knowledge of all aspects of the condition and state of the Leased Property as of the Commencement Date . Without limitation of the foregoing and regardless of any examination or inspection made by Tenant , and whether or not any patent or latent defect or condition was revealed or discovered thereby , Tenant is leasing the Leased Property as is in its present condition . Without limitation of the foregoing , Tenant waives any claim or action against Landlord in respect of the condition of the Leased Property including any defects or adverse conditions not discovered or otherwise known by Tenant as of the Commencement Date . LANDLORD MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND , EXPRESS OR IMPLIED , IN RESPECT OF THE LEASE D PROPERTY OR ANY PART THEREOF , INCLUDING AS TO ITS FITNESS FOR USE , DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE , OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN , OR THE STATUS OF TITLE TO THE LEASE D PROPERTY OR THE PHYSICAL CONDITION OR STATE OF REPAIR THEREOF , OR THE ZONING OR OTHER LAWS , ORDINANCES , BUILDING CODES , REGULATIONS , RULES AND ORDERS APPLICABLE THERETO OR TO ANY CAPITAL IMPROVEMENTS WHICH MAY BE NOW OR HEREAFTER CONTEMPLATED , THE IMPOSITIONS LEVIED IN RESPECT OF THE LEASE D


PROPERTY OR ANY PART THEREOF, OR THE USE THAT MAY BE MADE OF THE LEASE D PROPERTY OR ANY PART THEREOF, THE <sup> INCOME TO BE DERIVED FROM THE FACILITY OR THE EXPENSE OF OPERATING THE SAME, OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, IT BEING AGREED THAT ALL SUCH RISKS, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY TENANT INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS. This Section7.1 shall not be construed to limit Landlords express indemnities made hereunder.

PROPERTY OR ANY PART THEREOF , OR THE USE THAT MAY BE MADE OF THE LEASE D PROPERTY OR ANY PART THEREOF , THE < sup > INCOME TO BE DERIVED FROM THE FACILITY OR THE EXPENSE OF OPERATING THE SAME , OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE , IT BEING AGREED THAT ALL SUCH RISKS , LATENT OR PATENT , ARE TO BE BORNE SOLELY BY TENANT INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS . This Section7 . 1 shall not be construed to limit Landlords express indemnities made hereunder .


(f) To the extent required under the applicable Ground Lease, Tenant hereby waives any and all rights of recovery (including subrogation rights of its insurers) from the applicable Ground Lessor, its agents, principals, employees and representatives for any loss or damage, including consequential loss or damage, covered by any insurance policy maintained by Tenant, whether or not such policy is required under the terms of the Ground Lease.

( f ) To the extent required under the applicable Ground Lease , Tenant hereby waives any and all rights of recovery ( including subrogation rights of its insurers ) from the applicable Ground Lessor , its agents , principals , employees and representatives for any loss or damage , including consequential loss or damage , covered by any insurance policy maintained by Tenant , whether or not such policy is required under the terms of the Ground Lease .


9.1 Tenant Obligations. Subject to the provisions of Sections 10.1, 10.2 and 10.3 relating to Landlords approval of certain Alterations, Capital Improvements and Material Capital Improvements, Tenant, at its expense and without the prior consent of Landlord, shall maintain the Leased Property, and every portion thereof, including all of the Leased Improvements and the structural elements and the plumbing, heating, ventilating, air

9 . 1 Tenant Obligations . Subject to the provisions of Sections 10 . 1 , 10 . 2 and 10 . 3 relating to Landlords approval of certain Alterations , Capital Improvements and Material Capital Improvements , Tenant , at its expense and without the prior consent of Landlord , shall maintain the Leased Property , and every portion thereof , including all of the Leased Improvements and the structural elements and the plumbing , heating , ventilating , air


9.4 End of Term. Subject to Sections 17.1(f) and 36.1, Tenant shall, upon the expiration or earlier termination of the Term, vacate and surrender and relinquish in favor of Landlord all rights to the Leased Property (together with all Capital Improvements, including all Tenant Capital Improvements, except to the extent provided in Section10.4 in respect of Tenant

9 . 4 End of Term . Subject to Sections 17 . 1 ( f ) and 36 . 1 , Tenant shall , upon the expiration or earlier termination of the Term , vacate and surrender and relinquish in favor of Landlord all rights to the Leased Property ( together with all Capital Improvements , including all Tenant Capital Improvements , except to the extent provided in Section10 . 4 in respect of Tenant


10.1 Alterations, Capital Improvements and Material Capital Improvements.

10 . 1 Alterations , Capital Improvements and Material Capital Improvements .


(e) During and following completion of such Work, the parking and other amenities which are located on or at the Leased Property shall remain adequate for the operation of the Facility for its Primary Intended Use and not be less than that which is required by law (including any variances with respect thereto) and any applicable Property Documents; provided, however, with Landlords prior consent, which approval shall not be unreasonably withheld, conditioned or delayed, and at no additional expense to Landlord, (i)to the extent sufficient additional parking is not already a part of an Alteration or Capital Improvement, Tenant may construct additional parking on or at the Leased Property; or (ii)Tenant may acquire off-site parking to serve the Leased Property as long as such parking shall be reasonably proximate to, and dedicated to, or otherwise made available to serve, the Leased Property;

( e ) During and following completion of such Work , the parking and other amenities which are located on or at the Leased Property shall remain adequate for the operation of the Facility for its Primary Intended Use and not be less than that which is required by law ( including any variances with respect thereto ) and any applicable Property Documents ; provided , however , with Landlords prior consent , which approval shall not be unreasonably withheld , conditioned or delayed , and at no additional expense to Landlord , ( i ) to the extent sufficient additional parking is not already a part of an Alteration or Capital Improvement , Tenant may construct additional parking on or at the Leased Property ; or ( ii ) Tenant may acquire off-site parking to serve the Leased Property as long as such parking shall be reasonably proximate to , and dedicated to , or otherwise made available to serve , the Leased Property ;


(a) Landlords Right to Submit Landlords MCI Financing Proposal. In advance of commencing any Work in connection with any Material Capital Improvement (provided, for purposes of clarification, that preliminary planning, designing, budgeting, evaluating (including environmental and integrity testing and the like) (collectively, Preliminary Studies), permitting and demolishing in preparation for such Material Capital Improvement shall not be considered commencing for purposes hereof), Tenant shall provide written notice (Tenants MCI Intent Notice) of Tenants intent to do so, which notice shall be accompanied by (i)a reasonably detailed description of the proposed Material Capital Improvement, (ii)the then-projected cost of construction of the proposed Material Capital Improvement, (iii)copies of the plans and specifications, permits, licenses, contracts and Preliminary Studies concerning the proposed Material Capital Improvement, to the extent then- available, (iv)reasonable evidence that such proposed Material Capital Improvement will, upon completion, comply with all applicable Legal Requirements, and (v)reasonably detailed information regarding the terms upon which Tenant is considering seeking financing therefor, if any. To the extent in Tenants possession or control, Tenant shall provide to Landlord any additional information about such proposed Material Capital Improvements which Landlord may reasonably request. Landlord (or, with respect to financing structured as a loan rather than as ownership of the real property by Landlord with a lease back to Tenant, Landlords Affiliate) may, but shall be under no obligation to, provide all or any portion of the financing necessary to fund the applicable Material Capital Improvement (along with related fees and expenses, such as title fees, costs of permits, legal fees and other similar transaction costs) by complying with the option exercise requirements set forth below. Within thirty(30) days of receipt of Tenants MCI Intent Notice, Landlord shall notify Tenant in writing as to whether Landlord (or, if applicable, its Affiliate) is willing to provide financing for such proposed Material Capital Improvement and, if so, the terms and conditions upon which Landlord (or, if applicable, its Affiliate) is willing to do so in reasonable detail, in the form of a proposed term sheet (such terms and conditions, Landlords MCI Financing Proposal). Upon receipt, Tenant shall have ten(10) days to accept, reject or commence negotiating Landlords MCI Financing Proposal.

( a ) Landlords Right to Submit Landlords MCI Financing Proposal . In advance of commencing any Work in connection with any Material Capital Improvement ( provided , for purposes of clarification , that preliminary planning , designing , budgeting , evaluating ( including environmental and integrity testing and the like ) ( collectively , Preliminary Studies ) , permitting and demolishing in preparation for such Material Capital Improvement shall not be considered commencing for purposes hereof ) , Tenant shall provide written notice ( Tenants MCI Intent Notice ) of Tenants intent to do so , which notice shall be accompanied by ( i ) a reasonably detailed description of the proposed Material Capital Improvement , ( ii ) the then-projected cost of construction of the proposed Material Capital Improvement , ( iii ) copies of the plans and specifications , permits , licenses , contracts and Preliminary Studies concerning the proposed Material Capital Improvement , to the extent then - available , ( iv ) reasonable evidence that such proposed Material Capital Improvement will , upon completion , comply with all applicable Legal Requirements , and ( v ) reasonably detailed information regarding the terms upon which Tenant is considering seeking financing therefor , if any . To the extent in Tenants possession or control , Tenant shall provide to Landlord any additional information about such proposed Material Capital Improvements which Landlord may reasonably request . Landlord ( or , with respect to financing structured as a loan rather than as ownership of the real property by Landlord with a lease back to Tenant , Landlords Affiliate ) may , but shall be under no obligation to , provide all or any portion of the financing necessary to fund the applicable Material Capital Improvement ( along with related fees and expenses , such as title fees , costs of permits , legal fees and other similar transaction costs ) by complying with the option exercise requirements set forth below . Within thirty ( 30 ) days of receipt of Tenants MCI Intent Notice , Landlord shall notify Tenant in writing as to whether Landlord ( or , if applicable , its Affiliate ) is willing to provide financing for such proposed Material Capital Improvement and , if so , the terms and conditions upon which Landlord ( or , if applicable , its Affiliate ) is willing to do so in reasonable detail , in the form of a proposed term sheet ( such terms and conditions , Landlords MCI Financing Proposal ) . Upon receipt , Tenant shall have ten ( 10 ) days to accept , reject or commence negotiating Landlords MCI Financing Proposal .


(c) If Landlord Declines to Make Landlords MCI Financing Proposal. If Landlord declines or fails to timely submit Landlords MCI Financing Proposal, Tenant shall be permitted to either (1)use then-existing available financing or, subject to Article XVII, enter into financing arrangements with any lender, preferred equity holder and/or other third-party financing source (a Third-Party MCI Financing) for such Material Capital Improvement or (2)use Cash to pay for such Material Capital Improvement, provided, that if Tenant has not used then-existing, or entered into a new, Third-Party MCI Financing (or commenced such Material Capital Improvement utilizing Cash) by the date that is nine(9) months following delivery of Tenants MCI Intent Notice, then, prior to entering into any such Third-Party MCI Financing and/or commencing such Material Capital Improvement, Tenant shall again be required to send Tenants MCI Intent Notice seeking financing from Landlord (on the terms contemplated by this Section10.4).

( c ) If Landlord Declines to Make Landlords MCI Financing Proposal . If Landlord declines or fails to timely submit Landlords MCI Financing Proposal , Tenant shall be permitted to either ( 1 ) use then-existing available financing or , subject to Article XVII , enter into financing arrangements with any lender , preferred equity holder and / or other third-party financing source ( a Third-Party MCI Financing ) for such Material Capital Improvement or ( 2 ) use Cash to pay for such Material Capital Improvement , provided , that if Tenant has not used then-existing , or entered into a new , Third-Party MCI Financing ( or commenced such Material Capital Improvement utilizing Cash ) by the date that is nine ( 9 ) months following delivery of Tenants MCI Intent Notice , then , prior to entering into any such Third-Party MCI Financing and / or commencing such Material Capital Improvement , Tenant shall again be required to send Tenants MCI Intent Notice seeking financing from Landlord ( on the terms contemplated by this Section10 . 4 ) .


(f) Landlord MCI Financing. In the event of an Accepted MCI Financing Proposal, Tenant shall provide Landlord with the following prior to any advance of funds under such Landlord MCI Financing:

( f ) Landlord MCI Financing . In the event of an Accepted MCI Financing Proposal , Tenant shall provide Landlord with the following prior to any advance of funds under such Landlord MCI Financing :


(ii) Annual Minimum Per-Lease B&I Cap Ex Requirement . During each full Fiscal Year during the Term, commencing upon the first (1st) full Fiscal Year during the Term, measured as of the last day of each such Fiscal Year, Tenant shall expend Capital Expenditures with respect to the Leased Property in an aggregate amount equal to at least one percent (1%) of the Net Revenue from the Facility for the prior Fiscal Year, on Capital Expenditures that constitute installation or restoration and repair or other improvements of items with respect to the Leased Property under this Lease (the Annual Minimum Per-Lease B&I Cap Ex Requirement). In the event of expiration, cancellation or termination of any Ground Lease for any reason whatsoever whether voluntary or involuntary (by operation of law or otherwise), except for a cancellation or termination due to Landlords failure to extend the term thereof where Landlord was required to do so hereunder, prior to the expiration date of this Lease, including extensions and renewals granted thereunder, then, for purposes of calculating the amount of Net Revenue from the Facility for determining the Annual Minimum Per-Lease B&I Cap Ex Requirement, the Net Revenue attributable to the portion of the Leased Property subject to such Ground Lease for the Lease Year immediately prior to such expiration, cancellation or termination of such Ground Lease thereafter shall continue to be included in the calculation of Net Revenue (except to the extent such Ground Lease is replaced by a replacement Ground Lease for all or substantially all of such portion of the Leased Property).

( ii ) Annual Minimum Per-Lease B & amp ; I Cap Ex Requirement . During each full Fiscal Year during the Term , commencing upon the first ( 1st ) full Fiscal Year during the Term , measured as of the last day of each such Fiscal Year , Tenant shall expend Capital Expenditures with respect to the Leased Property in an aggregate amount equal to at least one percent ( 1 % ) of the Net Revenue from the Facility for the prior Fiscal Year , on Capital Expenditures that constitute installation or restoration and repair or other improvements of items with respect to the Leased Property under this Lease ( the Annual Minimum Per-Lease B & amp ; I Cap Ex Requirement ) . In the event of expiration , cancellation or termination of any Ground Lease for any reason whatsoever whether voluntary or involuntary ( by operation of law or otherwise ) , except for a cancellation or termination due to Landlords failure to extend the term thereof where Landlord was required to do so hereunder , prior to the expiration date of this Lease , including extensions and renewals granted thereunder , then , for purposes of calculating the amount of Net Revenue from the Facility for determining the Annual Minimum Per-Lease B & amp ; I Cap Ex Requirement , the Net Revenue attributable to the portion of the Leased Property subject to such Ground Lease for the Lease Year immediately prior to such expiration , cancellation or termination of such Ground Lease thereafter shall continue to be included in the calculation of Net Revenue ( except to the extent such Ground Lease is replaced by a replacement Ground Lease for all or substantially all of such portion of the Leased Property ) .


(iv) Triennial Minimum Cap Ex Requirement B. During each full Triennial Period during the Term, commencing upon the first (1st) full Triennial Period during the Term, measured as of the last day of each such Triennial Period, Tenant shall expend Capital Expenditures in an aggregate amount equal to no less than the greater of (a)the amount which, when added to the amount of Other Capital Expenditures expended by the Other Tenants toward the Triennial Minimum Cap Ex Requirement B (as defined in the Other Leases) during the same time period, equals the Triennial Minimum Cap Ex Amount B, but in no event more than the Triennial Allocated Minimum Cap Ex Amount B Ceiling, and (b)the Triennial Allocated Minimum Cap Ex Amount B Floor (the Triennial Minimum Cap Ex Requirement B).

( iv ) Triennial Minimum Cap Ex Requirement B . During each full Triennial Period during the Term , commencing upon the first ( 1st ) full Triennial Period during the Term , measured as of the last day of each such Triennial Period , Tenant shall expend Capital Expenditures in an aggregate amount equal to no less than the greater of ( a ) the amount which , when added to the amount of Other Capital Expenditures expended by the Other Tenants toward the Triennial Minimum Cap Ex Requirement B ( as defined in the Other Leases ) during the same time period , equals the Triennial Minimum Cap Ex Amount B , but in no event more than the Triennial Allocated Minimum Cap Ex Amount B Ceiling , and ( b ) the Triennial Allocated Minimum Cap Ex Amount B Floor ( the Triennial Minimum Cap Ex Requirement B ) .


Tenant, upon prior written notice to Landlord (except that no such notice shall be required to be given by Tenant to Landlord with respect to matters not exceeding Five Million and No/100 Dollars ($5,000,000.00)), on its own or in Landlords name, at Tenants expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any licensure or certification decision (including pursuant to any Gaming Regulation), imposition of any disciplinary action, including both monetary and nonmonetary, pursuant to any Gaming Regulation, Imposition, Legal Requirement, Insurance Requirement , lien, attachment, levy, encumbrance, charge or claim; provided, that (i)in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property; (ii)neither the Leased Property or any portion thereof, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii)in the case of a Legal Requirement, neither Landlord nor Tenant would be in any imminent danger of criminal or material civil liability for failure to comply therewith pending the outcome of such proceedings; (iv)in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Tenant shall deliver to Landlord security in the form of cash, cash equivalents or a Letter of Credit, if and as may be reasonably required by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any portion thereof or the Rent by reason of such non-payment or noncompliance; (v)in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; (vi)upon Landlords request, Tenant shall keep Landlord reasonably informed as to the status of the proceedings; and (vii)if such contest be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement. Landlord, at Tenants expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Tenant or if Landlord so desires, Landlord shall join as a party therein. The provisions of this Article XII shall not be construed to permit Tenant to contest the payment of Rent or any other amount (other than Impositions or Additional Charges contested in accordance herewith) payable by Tenant to Landlord hereunder. Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any such contest and any loss resulting therefrom, except to the extent resulting from actions independently taken by Landlord (other than actions taken by Landlord at Tenants direction or with Tenants consent).

Tenant , upon prior written notice to Landlord ( except that no such notice shall be required to be given by Tenant to Landlord with respect to matters not exceeding Five Million and No / 100 Dollars ( $ 5 , 000 , 000 . 00 ) ) , on its own or in Landlords name , at Tenants expense , may contest , by appropriate legal proceedings conducted in good faith and with due diligence , the amount , validity or application , in whole or in part , of any licensure or certification decision ( including pursuant to any Gaming Regulation ) , imposition of any disciplinary action , including both monetary and nonmonetary , pursuant to any Gaming Regulation , Imposition , Legal Requirement , Insurance Requirement , lien , attachment , levy , encumbrance , charge or claim ; provided , that ( i ) in the case of an unpaid Imposition , lien , attachment , levy , encumbrance , charge or claim , the commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the Leased Property ; ( ii ) neither the Leased Property or any portion thereof , the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold , forfeited , attached or lost pending the outcome of such proceedings ; ( iii ) in the case of a Legal Requirement , neither Landlord nor Tenant would be in any imminent danger of criminal or material civil liability for failure to comply therewith pending the outcome of such proceedings ; ( iv ) in the case of a Legal Requirement , Imposition , lien , encumbrance or charge , Tenant shall deliver to Landlord security in the form of cash , cash equivalents or a Letter of Credit , if and as may be reasonably required by Landlord to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any portion thereof or the Rent by reason of such non-payment or noncompliance ; ( v ) in the case of an Insurance Requirement , the coverage required by Article XIII shall be maintained ; ( vi ) upon Landlords request , Tenant shall keep Landlord reasonably informed as to the status of the proceedings ; and ( vii ) if such contest be finally resolved against Landlord or Tenant , Tenant shall promptly pay the amount required to be paid , together with all interest and penalties accrued thereon , or comply with the applicable Legal Requirement or Insurance Requirement . Landlord , at Tenants expense , shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest , and , if reasonably requested by Tenant or if Landlord so desires , Landlord shall join as a party therein . The provisions of this Article XII shall not be construed to permit Tenant to contest the payment of Rent or any other amount ( other than Impositions or Additional Charges contested in accordance herewith ) payable by Tenant to Landlord hereunder . Tenant shall indemnify , defend , protect and save Landlord harmless from and against any liability , cost or expense of any kind that may be imposed upon Landlord in connection with any such contest and any loss resulting therefrom , except to the extent resulting from actions independently taken by Landlord ( other than actions taken by Landlord at Tenants direction or with Tenants consent ) .


The term Maximum Foreseeable Loss shall mean the largest monetary loss within one area that may be expected to result from a single fire with protection impaired, the control of the fire mainly dependent on physical barriers orseparations and a delayed manual firefighting by public and/or private fire brigades, as determined by a written report from an independent firm engaged by Tenant.If Landlord reasonably believes that the Maximum Foreseeable Loss has increased at any time during the Term, it shall have the right (unless Tenant and Landlord agree otherwise) to have such Maximum Foreseeable Loss predetermined by an impartial national insurance company reasonably acceptable to both parties (the Impartial Appraiser), or, if the parties cannot agree on an Impartial Appraiser, then by an Expert appointed in accordance with Section34.2 hereof.The determination of the Impartial Appraiser (or the Expert, as the case may be) shall be final and binding on the parties hereto, and Tenant shall forthwith adjust the amount of the insurance carried pursuant to this ArticleXIII to the amount so determined by the Impartial Appraiser (or the Expert, as the case may be), subject to the approval of the Facility Mortgagee, as applicable.Each party shall pay one- half ( 1/2) of the fee, if any, of the Impartial Appraiser.If Landlord pays the Impartial Appraiser, fifty percent (50%) of such costs shall be Additional Charges hereunder and if Tenant pays such Impartial Appraiser, fifty percent (50%) of such costs shall be a credit against the next Rent payment hereunder.If Tenant has undertaken any structural alterations or additions to the Leased Property having a cost or value in excess of Twenty Five Million Dollars ($25,000,000), Landlord may at Tenants expense have the Maximum Foreseeable Loss predetermined at any time after such improvements are made, regardless of when the Maximum Foreseeable Loss was last determined.

The term Maximum Foreseeable Loss shall mean the largest monetary loss within one area that may be expected to result from a single fire with protection impaired , the control of the fire mainly dependent on physical barriers orseparations and a delayed manual firefighting by public and / or private fire brigades , as determined by a written report from an independent firm engaged by Tenant . If Landlord reasonably believes that the Maximum Foreseeable Loss has increased at any time during the Term , it shall have the right ( unless Tenant and Landlord agree otherwise ) to have such Maximum Foreseeable Loss predetermined by an impartial national insurance company reasonably acceptable to both parties ( the Impartial Appraiser ) , or , if the parties cannot agree on an Impartial Appraiser , then by an Expert appointed in accordance with Section34 . 2 hereof . The determination of the Impartial Appraiser ( or the Expert , as the case may be ) shall be final and binding on the parties hereto , and Tenant shall forthwith adjust the amount of the insurance carried pursuant to this ArticleXIII to the amount so determined by the Impartial Appraiser ( or the Expert , as the case may be ) , subject to the approval of the Facility Mortgagee , as applicable . Each party shall pay one - half ( 1 / 2 ) of the fee , if any , of the Impartial Appraiser . If Landlord pays the Impartial Appraiser , fifty percent ( 50 % ) of such costs shall be Additional Charges hereunder and if Tenant pays such Impartial Appraiser , fifty percent ( 50 % ) of such costs shall be a credit against the next Rent payment hereunder . If Tenant has undertaken any structural alterations or additions to the Leased Property having a cost or value in excess of Twenty Five Million Dollars ( $ 25 , 000 , 000 ) , Landlord may at Tenants expense have the Maximum Foreseeable Loss predetermined at any time after such improvements are made , regardless of when the Maximum Foreseeable Loss was last determined .


(ii) Such property insurance policy shall include, subject to Section13.1(a)(i) above: (i)agreed amount coverage and/or a waiver of any co-insurance; (ii)building ordinance coverage (ordinance or law) including loss of the undamaged portions, the cost of demolishing undamaged portions, and the increased cost of rebuilding; and also including, but not limited to, any non-conforming structures or uses; (iii)equipment breakdown coverage (boiler and machinery coverage); (iv) debris removal; and (v)business interruption coverage in an amount not less than two (2)years of Rent and containing an Extended Period of Indemnity endorsement for an additional minimum six months period. Subject to Section13.1(a)(i), the property policy shall cover: wind/windstorm, earthquake/earth movement and flood and any sub- limits applicable to wind (e.g. named storms), earthquake and flood are subject to the approval of the Landlord and Fee Mortgagee. Such policy shall (i)name Landlord as required pursuant to Section13.2 herein for its interests in the Leased Property and Rent; (ii)name each Fee Mortgagee and Permitted Leasehold Mortgagee as an additional insured, and (iii)include a New York standard mortgagee clause (or its equivalent) in favor of each Fee Mortgagee and Permitted Leasehold Mortgagee. Except as otherwise set forth herein, any property insurance loss adjustment settlement associated with the Leased Property shall require the written consent of Landlord, Tenant, and each Fee Mortgagee (to the extent required under the applicable Fee Mortgage Documents) unless the amount of the loss net of the applicable deductible is less than Fifty Million and No/100 Dollars ($50,000,000.00) in which event no consent shall be required.

( ii ) Such property insurance policy shall include , subject to Section13 . 1 ( a ) ( i ) above : ( i ) agreed amount coverage and / or a waiver of any co-insurance ; ( ii ) building ordinance coverage ( ordinance or law ) including loss of the undamaged portions , the cost of demolishing undamaged portions , and the increased cost of rebuilding ; and also including , but not limited to , any non-conforming structures or uses ; ( iii ) equipment breakdown coverage ( boiler and machinery coverage ) ; ( iv ) debris removal ; and ( v ) business interruption coverage in an amount not less than two ( 2 ) years of Rent and containing an Extended Period of Indemnity endorsement for an additional minimum six months period . Subject to Section13 . 1 ( a ) ( i ) , the property policy shall cover : wind / windstorm , earthquake / earth movement and flood and any sub - limits applicable to wind ( e . g . named storms ) , earthquake and flood are subject to the approval of the Landlord and Fee Mortgagee . Such policy shall ( i ) name Landlord as required pursuant to Section13 . 2 herein for its interests in the Leased Property and Rent ; ( ii ) name each Fee Mortgagee and Permitted Leasehold Mortgagee as an additional insured , and ( iii ) include a New York standard mortgagee clause ( or its equivalent ) in favor of each Fee Mortgagee and Permitted Leasehold Mortgagee . Except as otherwise set forth herein , any property insurance loss adjustment settlement associated with the Leased Property shall require the written consent of Landlord , Tenant , and each Fee Mortgagee ( to the extent required under the applicable Fee Mortgage Documents ) unless the amount of the loss net of the applicable deductible is less than Fifty Million and No / 100 Dollars ( $ 50 , 000 , 000 . 00 ) in which event no consent shall be required .


(f) Tenant shall fail to cause the Facility to be Operated (as defined in the MLSA) in a Non-Discriminatory (as defined in the MLSA) manner, in accordance with the Operating Standard (as defined in the MLSA) and subject to Managers Standard of Care (as defined in the MLSA) (in each case as and to the extent required under the MLSA, including as provided in Section2.1.1, Section2.1.2, Section2.1.3, Section2.1.4, Section2.3.1 , and Section2.3.2 of the MLSA, but subject to Section5.9.1 of the MLSA), which failure would reasonably be expected to have a material and adverse effect on Landlord or on the Facility, and which failure is not cured within thirty (30)days following notice thereof from Landlord to Tenant; provided that, if: (i)such failure is not susceptible of cure within such thirty (30)day period; and (ii)such failure would not expose Landlord to an imminent and material risk of criminal liability or of material damage to its business reputation, such thirty (30)day cure period shall be extended for such time as is necessary (but in no event longer than ninety (90)days) to cure such failure so long as Tenant commences to cure such failure or other breach within such thirty (30)day period and thereafter proceeds with reasonable diligence to complete such cure);

( f ) Tenant shall fail to cause the Facility to be Operated ( as defined in the MLSA ) in a Non-Discriminatory ( as defined in the MLSA ) manner , in accordance with the Operating Standard ( as defined in the MLSA ) and subject to Managers Standard of Care ( as defined in the MLSA ) ( in each case as and to the extent required under the MLSA , including as provided in Section2 . 1 . 1 , Section2 . 1 . 2 , Section2 . 1 . 3 , Section2 . 1 . 4 , Section2 . 3 . 1 , and Section2 . 3 . 2 of the MLSA , but subject to Section5 . 9 . 1 of the MLSA ) , which failure would reasonably be expected to have a material and adverse effect on Landlord or on the Facility , and which failure is not cured within thirty ( 30 ) days following notice thereof from Landlord to Tenant ; provided that , if : ( i ) such failure is not susceptible of cure within such thirty ( 30 ) day period ; and ( ii ) such failure would not expose Landlord to an imminent and material risk of criminal liability or of material damage to its business reputation , such thirty ( 30 ) day cure period shall be extended for such time as is necessary ( but in no event longer than ninety ( 90 ) days ) to cure such failure so long as Tenant commences to cure such failure or other breach within such thirty ( 30 ) day period and thereafter proceeds with reasonable diligence to complete such cure ) ;


16.2 Landlord Remedies. Upon the occurrence and during the continuance of a Tenant Event of Default but subject to the provisions of Article XVII, Landlord may, subject to the terms of Section16.3 below, do any one or more of the following: (x)terminate this Lease by giving Tenant no less than ten (10)days notice of such termination and the Term shall terminate and all rights and obligations of Tenant under this Lease shall cease, subject to any provisions that expressly survive the Expiration Date, (y)seek damages as provided in Section16.3 hereof or (z)except to the extent expressly otherwise provided under this Lease, exercise any other right or remedy hereunder, at law or in equity available to Landlord as a result of any Tenant Event of Default. Tenant shall pay as Additional Charges all costs and expenses incurred by or on behalf of Landlord, including reasonable and documented attorneys fees and expenses, as a result of any Tenant Event of Default hereunder. Subject to ArticleXIX and Section17.1(f) hereof, at any time upon or following the Expiration Date, Tenant shall, if required by Landlord to do so, immediately surrender to Landlord possession of the Leased Property and quit the same and Landlord may enter upon and repossess such Leased Property by reasonable force, summary proceedings, ejectment or otherwise, and may remove Tenant and all other Persons and any of Tenants Property therefrom. Landlord shall refrain from exercising any remedies pursuant to this Section during any applicable cure periods of Guarantor to the extent expressly provided in Section17.2 of the MLSA.

16 . 2 Landlord Remedies . Upon the occurrence and during the continuance of a Tenant Event of Default but subject to the provisions of Article XVII , Landlord may , subject to the terms of Section16 . 3 below , do any one or more of the following : ( x ) terminate this Lease by giving Tenant no less than ten ( 10 ) days notice of such termination and the Term shall terminate and all rights and obligations of Tenant under this Lease shall cease , subject to any provisions that expressly survive the Expiration Date , ( y ) seek damages as provided in Section16 . 3 hereof or ( z ) except to the extent expressly otherwise provided under this Lease , exercise any other right or remedy hereunder , at law or in equity available to Landlord as a result of any Tenant Event of Default . Tenant shall pay as Additional Charges all costs and expenses incurred by or on behalf of Landlord , including reasonable and documented attorneys fees and expenses , as a result of any Tenant Event of Default hereunder . Subject to ArticleXIX and Section17 . 1 ( f ) hereof , at any time upon or following the Expiration Date , Tenant shall , if required by Landlord to do so , immediately surrender to Landlord possession of the Leased Property and quit the same and Landlord may enter upon and repossess such Leased Property by reasonable force , summary proceedings , ejectment or otherwise , and may remove Tenant and all other Persons and any of Tenants Property therefrom . Landlord shall refrain from exercising any remedies pursuant to this Section during any applicable cure periods of Guarantor to the extent expressly provided in Section17 . 2 of the MLSA .