Common use of Intentionally Omitted Clause in Contracts

Intentionally Omitted. (i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

Intentionally Omitted. (f) that if Tenant shall faithfully perform all of the covenants and agreements contained in this Lease on the part of the Tenant to be performed, and provided there exists no default by Tenant hereunder, the Security Deposit or any then remaining balance thereof, shall be returned to Tenant, without interest, within thirty (30) days after the expiration of the Term, provided that subsequent to the expiration of this Lease, Landlord may retain from the Security Deposit (i) Prior an amount reasonably estimated by Landlord to cover potential Operating Expense reconciliation payments due with respect to the transfer calendar year in which this Lease terminates or expires (such amount so retained shall not, in any event, exceed ten percent (10%) of estimated Operating Expense payments due from Tenant for such calendar year through the date of expiration or earlier termination of this Lease and release any amounts so retained and not applied to such reconciliation shall be returned to Tenant within thirty (30) days after Landlord’s delivery of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicableStatement for such calendar year), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) any and all amounts reasonably estimated by Landlord to cover the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel anticipated costs to be released, incurred by Landlord to remove any signage provided to Tenant under this Lease and to repair any damage caused by such removal (in which case any excess amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which so retained by Landlord shall be returned promptly to Tenant within thirty (30) days after such removal and repair). Tenant hereby waives any and all provisions of law, now or hereafter in effect in the payment State in which the Building is located or any local government authority or agency or any political subdivision thereof, that limit the types of defaults for which a landlord may claim sums from a security deposit, it being agreed that Landlord, in addition, may claim those sums specified in this Article 24 above and/or those sums reasonably necessary to compensate Landlord for any other loss or damage, caused by the acts or omissions of Tenant or any officer, employee, agent, contractor or invitee of Tenant. Tenant further covenants that it will not assign or encumber the money deposited herein as a Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such taxes) and (iv) all requirements under all lawsassignment, statutesencumbrance, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas attempted assignment or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;attempted encumbrance.

Intentionally Omitted. (ij) Prior Borrower shall submit to Lender for Lender’s written approval an Annual Budget not later than sixty (60) days prior to the transfer and release commencement of each Fiscal Year or, with respect to the Fiscal Year in which the Closing Date occurs, within sixty (60) days of the RDE Parcel Closing Date, in questionform satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (among other things, management fees, third party service fees, and other expenses as applicable) Borrower may reasonably determine. Lender shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed right to approve such Annual Budget which approval shall not be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable)unreasonably withheld, and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (i15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within five (5) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall have been applied for, advise Borrower of any objections to such revised Annual Budget within five (iii5) Mortgage days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate revise the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay same in accordance with the terms process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Agreement Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses and to delete any real property tax exposure in respect of non-recurring expenses. In the RDE Parcel event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to be released for any period after the release Lender a reasonably detailed explanation of such RDE Parcel proposed Extraordinary Expense for Lender’s approval, which Mortgage approval may be granted or denied in Lender’s sole and absolute discretion. Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all lawsmay, statutesat its option, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred request Lender to as “Development Laws and Requirements”) applicable approve changes to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas Approved Annual Budget not more than three (as applicable3) necessary to accomplish the lot split/subdivision shall have been fulfilled;times per year.

Intentionally Omitted. (e) Subject to Article XII regarding permitted contests, Tenant, at its sole cost and expense, shall promptly (i) Prior to comply in all material respects with all Legal Requirements and Insurance Requirements affecting the transfer Facility and release the business conducted thereat, including those regarding the use, operation, maintenance, repair and restoration of the RDE Parcel Leased Property or any portion thereof (including all Capital Improvements) and Tenant’s Property whether or not compliance therewith may require structural changes in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder any of the Flamingo Las Vegas Leased Improvements or interfere with the Xxxxxx’x Las Vegas (as applicable)use and enjoyment of the Leased Property or any portion thereof, and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) procure, maintain and comply in all material respects with all Gaming Regulations and Gaming Licenses, and other authorizations required for the separate assessor parcel number referred use of the Leased Property (including all Capital Improvements) and Tenant’s Property for the applicable Primary Intended Use and any other use of the Leased Property (and Capital Improvements then being made) and Tenant’s Property, and for the proper erection, installation, operation and maintenance of the Leased Property and Tenant’s Property. In an emergency involving an imminent threat to human health and safety or damage to property, or in the foregoing clause (i) shall have been applied forevent of a breach by Tenant of its obligations under this Section 7.2 which is not cured within any applicable cure period set forth herein, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower Landlord or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable its representatives (and any remaining amounts of which Fee Mortgagee) may, but shall not be returned promptly after obligated to, enter upon the payment of any such taxes) and Leased Property (iv) all requirements under all laws, statutes, rules and regulations (includingand, without limitation, all zoning Capital Improvements) (upon reasonable prior written notice to Tenant, except in the case of emergency, and subdivision lawsTenant shall be permitted to have Landlord or its representatives accompanied by a representative of Tenant) and take such reasonable actions and incur such reasonable costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements Tenant shall reimburse Landlord for all such reasonable out-of-pocket costs and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;expenses actually incurred by Landlord in connection with such actions.

Intentionally Omitted. (i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower Simultaneously with each payment made by Buyer to IESG pursuant to Section 2.12(c), Buyer shall have received an remit to IESG cash in the amount specified on Schedule 2.12(c) under the heading "employee benefits," which represents 100% of the applicable bi-weekly (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Companyi.e. every two weeks) that shall approximate the proportionate unpaid real property taxes premiums for each RDE Parcel of the Covered Employees during the Post-Closing Payroll Period under the Insignia/IESG Welfare Plans. Within ninety (90) days following the Closing Date, IESG shall reasonably determine if the actual claims experience associated with the Covered Employees with respect to be releasedthe Post-Closing Payroll Period under the Insignia/IESG Welfare Plans which are self-insured exceed the premiums collected under those self-insured plans for the Post-Closing Payroll Period (such difference, the "Initial True-Up") and, for the purposes of determining the Final Closing Adjustment Amount, if such actual claim experience during the Post-Closing Period exceeds such premiums collected during the Post-Closing Payroll Period, such amount difference will be added to be based upon Closing Receivables/Current Assets. Within (90) days following the amount first anniversary of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las VegasClosing Date, as applicable, IESG shall reasonably determine the proportionate size of the RDE Parcel to be released in relation aggregate claims experience with respect to the entire parcel subject Covered Employees during the Post-Closing Payroll Period as compared to the premiums paid and Buyer shall pay to IESG the difference, if positive, between such real property tax aggregate experience and the anticipated waiting time for issuance of premiums collected, off-set by the assessor parcel number referred Initial True-Up actually paid to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms IESG. Notwithstanding any other provisions of this Agreement to the contrary foregoing, any real property tax exposure claims of Employees submitted under the applicable Insignia/IESG Welfare Plan that relate to service(s) provided prior to the Closing shall be borne solely by the applicable Insignia/IESG Welfare Plan and shall not be subject to this Section 2.12(f)(iii). IESG's obligation to permit the Covered Employees to participate in respect the Insignia IESG Welfare Plan during the Post-Closing Payroll Period shall terminate upon the date that IESG is no longer obligated to act as payroll agent of the RDE Parcel Companies pursuant to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Section 12.2(c).

Intentionally Omitted. Section 3.5 Within thirty (30) days following receipt of written notice from Landlord at any time following, but only during the continuation of, an Event of Default, or within sixty (60) days following receipt of written notice from Landlord at such time as an Event of Default is not continuing, Tenant shall: (i) Prior deposit with Landlord or Mortgagee on the first day of each month after the Commencement Date until thirty (30) days prior to the transfer and release date when the next installment of Real Estate Taxes is due to the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing Person to whom the RDE Parcel proposed same is paid, an amount equal to said next installment of Real Estate Taxes divided by the number of months over which such deposits are to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), made; and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) thereafter during the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received Term deposit with Landlord or Mortgagee an amount each month to create a fund (from a Person other than Mortgage Borrower“Imposition Reserve Fund”) which, Mezzanine Borrower or Operating Companyas each succeeding installment of Real Estate Taxes becomes due, will be sufficient, thirty (30) that shall approximate days prior to such due date, to pay such installment in full based on the proportionate unpaid real property taxes for each RDE Parcel to be releasedthen outstanding tax bills, such amount to be based upon as increased by the amount of any reasonably foreseen increases. Landlord or Mortgagee shall use reasonable efforts to cause the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel monthly deposits to be released equal in relation amount, but neither of them shall be liable in the event that such required deposits are unequal. If at any time the amount of any Real Estate Tax is increased, said monthly deposits shall be increased within thirty (30) days after written demand by Landlord or Mortgagee so that, thirty (30) days prior to the entire parcel subject to such real property tax and the anticipated waiting time due date for issuance each installment of the assessor parcel number referred to in the foregoing clause (i)Real Estate Taxes, which Mortgage Borrower shall use there will be deposits on hand with Landlord or Mortgagee sufficient to pay such installments in accordance with full. To the terms extent permitted by Applicable Law, Landlord or Mortgagee shall not be required to deposit any such amounts in an interest-bearing account. For the purpose of this Agreement determining whether Landlord or Mortgagee has on hand sufficient moneys to pay any real property tax exposure in respect particular Real Estate Tax at least thirty (30) days prior to the due date therefor, deposits for each category of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which Real Estate Tax shall be returned promptly after treated separately, it being the intention that Landlord shall not be obligated to use moneys deposited for the payment of any such taxesan item not yet due and payable to the payment of an item that is due and payable. Notwithstanding the foregoing, it is understood and agreed that (a) to the extent permitted by Applicable Law, deposits provided for hereunder may be held by Landlord or its Affiliate or Mortgagee in a single bank account and commingled with other funds of Landlord or Mortgagee, and (ivb) all requirements under all lawsLandlord or Mortgagee, statutesmay, rules and regulations (includingif Tenant fails to make any deposit required hereunder, without limitationuse deposits made for any one item for the payment of the same or any other item of Rent. If this Lease shall be terminated by reason of any Event of Default, all zoning deposits then held by Landlord shall be applied by Landlord on account of any and subdivision lawsall sums due under this Lease; if there is a resulting deficiency, setback requirementsTenant shall pay the same, sideline requirementsand if there is a surplus, parking ratio requirementsor if this Lease expires on the Expiration Date and no Default or Event of Default is occurring, use requirementsTenant shall be entitled to a refund of the surplus or remaining balance of the fund. Tenant acknowledges and agrees that no deficiency or lack of funds in the Imposition Reserve Fund shall relieve Tenant of its obligation to pay all Impositions as required under this Lease. Upon thirty (30) days prior written request of Tenant, building and fire code requirementsprovided the same is permitted by the Mortgage Loan Documents, environmental requirements and wetlands requirements, collectively referred Landlord (if such funds are held by Landlord) or Mortgagee shall apply the funds in the Imposition Reserve Fund to as “Development Laws and Requirements”) applicable payments of Real Estate Taxes required to be made by Tenant pursuant to Section 3.1 hereof. In making any payment relating to the Flamingo Las Vegas Imposition Reserve Fund, Landlord or Mortgagee may do so according to any xxxx, statement or estimate procured from the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish appropriate public office or provided by Tenant without inquiry into the lot split/subdivision shall have been fulfilled;accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof.

Intentionally Omitted. (iv) Prior to delivery of any Renewal Notice for any Renewal Term that would cause the Term through such Renewal Term to exceed the Maximum Fixed Rent Term for the Leased Property, if Tenant obtains an appraisal reasonably satisfactory to Landlord, prepared by an appraiser reasonably satisfactory to Landlord, which appraisal concludes that, based on the condition of the Leased Property at the time of such appraisal, the expected useful life of the Leased Property (measured from the Commencement Date) exceeds one hundred twenty-five percent (125%) of the Term through such Renewal Term, the Maximum Fixed Rent Term for the Leased Property shall be extended through the end of such Renewal Term and thereafter for the longest fixed rent term that would be supported by such appraisal. Notwithstanding anything herein to the contrary, from and after the date on which any ROFR Property becomes a Rejected ROFR Property, solely for purposes of calculating Variable Rent in accordance herewith, if the Facility is an Affected Facility, then the Net Revenue associated with the Facility thereafter shall be subject to a floor equal to the Net Revenue for the Facility for the calendar year immediately prior to the later of (i) Prior the year in which CEC or its Affiliate acquires or commences operating the Rejected ROFR Property and (ii) the year in which the Rejected ROFR Property first opens for business to the transfer and release of public. Notwithstanding anything herein to the RDE Parcel in questioncontrary, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed but subject to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (ic)(iii) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate above and any reduction in Rent by the proportionate unpaid real property taxes for each RDE Parcel Rent Reduction Amount pursuant to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement Lease, in no event shall annual Base Rent during any real property tax exposure in respect Lease Year after the seventh (7th) Lease Year be less than seventy percent (70%) of the RDE Parcel to be released for any period after Rent in the release of such RDE Parcel for which Mortgage Borrower is liable seventh (and any remaining amounts of which shall be returned promptly after the payment of any such taxes7th) Lease Year, and (ivii) all requirements under all laws, statutes, rules and regulations in no event shall the Variable Rent be less than Zero Dollars (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;$0.00).

Intentionally Omitted. (5) By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs for the previous year, in each case adjusted as provided in Section 4.(b)(6), and of the Taxes for the previous year (the "OPERATING COSTS AND TAX STATEMENT"). If the Operating Costs and Tax Statement reveals that Tenant paid more for Operating Costs than the actual amount for the year for which such statement was prepared, or more than its actual share of Taxes for such year, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant paid less than Tenant's actual Proportionate Share of Additional Rent or share of Taxes due, then Tenant shall promptly pay Landlord such deficiency. If Tenant is not in monetary default of its obligations under this Lease, within a period of sixty (60) days following receipt of the Operating Costs and Tax Statement, Tenant or its representatives (which representatives shall exclude anyone hired on a contingent fee basis) shall have the right, upon reasonable prior notice and at mutually convenient times, to examine Landlord's books and records with respect to the items in such Statement during normal business hours at Landlord's offices where such books and records are maintained (which books and records shall be maintained in accordance with GAAP). Tenant may give Landlord notice of any written objection to any items of expense. If it shall be determined by Landlord and Tenant that (i) Prior Landlord overcharged Tenant, Landlord shall promptly refund (but no later than thirty (30) days after such determination is made) to Tenant the transfer and release amount of the RDE Parcel in questionany such overcharge, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause Landlord undercharged Tenant, then Tenant shall promptly pay (ibut no later than thirty (30) shall have been applied for, (iiidays after such determination is made) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel any such undercharge to be released in relation Landlord. Any information obtained by Tenant pursuant to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms provisions of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which Section 4.(b)(5) shall be returned promptly after treated as confidential under the payment conditions set forth in Section 25.(s) of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;this Lease.

Intentionally Omitted. (i) Prior EXHIBIT F RETAIL OFFER SPACE COVENANTS The business to be conducted at, through and from the transfer Offer Space and release the kind and quality of the RDE Parcel merchandise and services offered in questionthe conduct thereof shall be first class and the sales methods employed and all other elements of merchandising, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), display and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicableadvertising, shall be part dignified and in conformity with the highest standards of practice of stores, shops and concerns dealing in the same or similar merchandise or conducting a tax lot which includes similar business in the Center or the Fifth Avenue shopping district adjacent thereto. Clean the windows and doors (including, in each ease, the frames thereof) in the Offer Space and in the perimeter walls thereof, in accordance with any portion applicable Requirements, whenever necessary to maintain such items in a first-class condition. Keep the Offer Space clean and sanitary; not permit garbage or waste materials to accumulate or become a nuisance; seal all refuse in plastic bags of adequate strength and size; maintain all garbage dumpsters in a clean and sanitary condition; remove all rubbish and other debris from the Offer Space to such location as may be specified by Landlord from time to time and under conditions approved by Landlord. Keep all glass in the Offer Space and in the perimeter walls thereof, the frames for such glass, and any lettering and ornamentation on such glass insured against damage (including temporary repairs) for the benefit of Landlord for the full replacement value thereof. Such insurance shall be effected, at the option of Landlord, either by Tenant paying to Landlord a proportionate share of the RDE Parcel being released)premium incurred by Landlord for a blanket comprehensive glass policy for the Building or the Center, (ii) or by Tenant furnishing Landlord with a separate policy or policies for such glass insurance, in such form and placed with such underwriters as may be approved by Landlord. If Landlord elects to obtain such insurance, then Tenant shall pay to Landlord Tenant’s proportionate share of Landlord’s blanket premium within 10 days after demand therefor, and promptly following such payment, Landlord shall furnish Tenant with a certificate of such insurance. Completely renovate and remodel the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from Offer Space and install a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax new storefront sign and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay trade fixtures in accordance with the terms other provisions of this Agreement Lease, occupy and open the entire Offer Space for the conduct of Tenant’s business as soon as the Offer Space Commencement Date has occurred, and thereafter keep the entire Offer Space open for business during all Business Hours, plus any real property tax exposure additional hours as retail premises are generally open for business at the Center. Adequately staff the Offer Space with sufficient, well-trained employees to handle the business therein, and carry sufficient stock of seasonal merchandise of such size, character and quality as to maintain an adequate sales volume in respect the Offer Space. Not install or place any lettering, sign, advertisement or notice on the windows or doors or on the exterior of the RDE Parcel Offer Space or within 3 feet of any display window or entrance of the Offer Space which is not (i) approved in writing by Landlord prior to installation and (ii) in conformity with Landlord’s standard sign and store front program for the Center, if any, as such program may be reasonably modified by Landlord from time to time by notice to Tenant. On or before the expiration or earlier termination of this Lease, Tenant shall remove all lettering, signs, advertisements and notices from the Offer Space. Not install, place or permit any awning or canopy on the perimeter walls of the Offer Space unless provided or approved by Landlord in its sole discretion and if so provided or approved, keep each such awning or canopy clean and in good order, repair and appearance to Landlord’s reasonable satisfaction. From time to time during the Term, redecorate the Offer Space and refinish, renew or replace the fixtures, furnishings, decorations and equipment therein as may be necessary, in Landlord’s reasonable judgment, to preserve the good appearance of the Offer Space in keeping with the general standard maintained in similar areas in the Center. Promptly after the Offer Space Commencement Date and at all times during the Term, install and maintain displays in all windows in the Offer Space, including windows facing the lobby of 1270 Avenue of the Americas, if any. All such displays and all exhibits, announcements, lettering, lighting, and other appurtenances used in such connection shall be maintained in a first-class manner consistent with the Center. Tenant shall promptly after notice from Landlord remove from the Offer Space any displays which fail to meet the standards set forth in this subsection, in Landlord’s sole judgment, and if Tenant fails to promptly remove such display within 24 hours after notice from Landlord, Landlord may perform such work on Tenant’s behalf, and Tenant shall pay all costs and expenses incurred by Landlord in so doing, as provided in Article 21. On or before the expiration or earlier termination of this Lease, Tenant shall remove all displays from the Offer Space. At all times during the Term, keep the lights lit which illuminate those shop windows on the street and mezzanine levels facing the street during non-daylight hours (beginning at least one hour prior to sunset). Maintain a contract to have the door and brass signage above the exterior of the Offer Space polished semi-annually in a manner satisfactory to Landlord, submit maintenance records with respect to such metal maintenance to the manager of 1270 Avenue of the Americas and on a semi-annual basis, and make such maintenance records available for review by such manager upon request at all times during the Term. If Tenant fails to comply with the provisions of this subsection within 5 days after notice from Landlord, Landlord may perform such work on Tenant’s behalf, and Tenant shall pay all costs and expenses incurred by Landlord in so doing, as provided in Article 21. The polishing of such doors and brass signage shall be done by Landlord’s designated contractor, provided such contractor’s rates are reasonably competitive with rates of other reputable contractors providing such services to comparable first-class buildings in midtown Manhattan. If Tenant shall dispute whether Landlord’s designated contractor’s rates are competitive, it shall so notify Landlord in writing and include with its notice a bona fide firm bid from another comparable, reputable contractor to perform such services at a rate which is more than 10% less than Landlord’s designated contractor. Provided such bid is bona fide and from a comparable, reputable contractor, Landlord’s designated contractor shall within thirty (30) days thereafter reduce its charges so that its charges are not more than 10% greater than that of Tenant’s proposed contractor or Landlord shall not unreasonably withhold or delay its consent to Tenant’s use of its proposed contractor to provide such services. Any contract entered into by Tenant shall be for a period of no more than one year at which time Landlord’s designated contractor shall again be afforded an opportunity to bid on such work and shall be awarded such work unless its bid is more than 10% higher than the contractor previously selected by Tenant. Provide and maintain in good working order during the Term a security system adequate to provide reasonable protection to the Offer Space, including a 24-hour direct response smoke, fire and burglary alarm system. If Tenant employs security guards at the Offer Space, under no circumstances shall such security guards carry firearms of any kind. Tenant understands that Landlord shall not provide Tenant with any security guards or alarm or security systems of any kind or nature, and shall have no liability or obligation to Tenant arising from any claims for loss, injury or damage to persons or property in connection therewith. As soon as practicable and in any event within 24 hours after any exterior or interior glass (including mirrors) is broken or cracked, including any so-called “bull’s-eye” break in the glass, replace such glass with glass of the same kind and quality, and repair or replace the frames for such glass if necessary or desirable in Landlord’s reasonable judgment, and if Tenant fails to do so within 24 hours after notice from Landlord, Landlord may perform such work on Tenant’s behalf, and Tenant shall pay all costs and expenses incurred by Landlord in so doing, as provided in Article 21. Not conduct any clearance, “going-out-of-business”, auction, distress, fire or bankruptcy or similar sale in the Offer Space, other than seasonal, promotional or other special sales as are incident to the normal operation of Tenant’s business. Place no fixtures, furnishings, decorations or equipment in the Offer Space at any time during the Term which can be seen from the outside of the Offer Space, without the prior written approval of Landlord in each instance, such approval not to be released for any period after unreasonably withheld. Tenant shall remove from the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of Offer Space any such taxesitems installed without Landlord’s approval, and if Tenant fails to do so within 24 hours after notice from Landlord, Landlord may perform such work on Tenant’s behalf, and Tenant shall pay all costs and expenses incurred by Landlord in so doing, as provided in Article 21. On or before the expiration or earlier termination of this Lease, Tenant shall remove all fixtures, furnishings, decorations and equipment from the Offer Space. Not remove any trade fixtures or other contents of the Offer Space (other than inventory) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable prior to the Flamingo Las Vegas or Expiration Date without the Xxxxxx’x Las Vegas prior consent of Landlord (which consent shall not be unreasonably withheld), except that Tenant may remove trade fixtures so long as applicable) necessary Tenant promptly installs replacement trade fixtures at least equal in quality, value and function to accomplish the lot split/subdivision shall have been fulfilled;those being removed.

Intentionally Omitted. (iv) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower Lender shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation Physical Conditions Report with respect to the entire parcel subject to such real property tax Substitute Property stating that the Substitute Property and the anticipated waiting time for issuance of the assessor parcel number referred to its use comply in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance all material respects with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in good condition and repair and free of damage or waste in all material respects. If compliance with applicable Legal Requirements is not addressed by the Physical Conditions Report, such compliance shall be confirmed by delivery to Lender of a letter from the municipality in which such Property is located, or a certificate of a surveyor that is licensed in the state in which the Substitute Property is located (with respect to zoning and subdivision laws, setback requirementsif offered in the jurisdiction in which the Substitute Property is located), sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable or an ALTA 3.1 zoning endorsement to the Flamingo Las Vegas applicable Title Insurance Policy (with respect to zoning laws) or a subdivision endorsement to the Xxxxxx’x Las Vegas applicable Title Insurance Policy (as applicablewith respect to subdivision laws). If the Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, a substitution shall not be allowed without Lender’s prior written consent (not to be unreasonably withheld or delayed) necessary with respect to accomplish such proposed Substitute Property at any time prior to a Securitization of the lot split/subdivision Loan. If, subsequent to a Securitization of the Loan, any such Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, the proposed substitution shall not be allowed unless (i) such report shall include an estimate of the cost of such recommended repairs, (ii) the estimated cost of such recommended repairs does not exceed ten percent (10%) of the Allocated Loan Amount for such Substitute Property, and (iii) Borrower shall cause Mortgage Borrower to deposit with Mortgage Lender (A) cash, (B) a Letter of Credit, or (C) an indemnity by a reasonably acceptable indemnitor, in each such event in an amount equal to one hundred twenty five percent (125%) of such estimated cost, which deposit shall constitute additional security for the Loan and shall be released to Mortgage Borrower upon the delivery to Lender of (1) an update to such Physical Conditions Report or a letter from the engineer that prepared such Physical Conditions Report, indicating that the recommended repairs were completed in a good and workmanlike manner, and (2) a certificate from Mortgage Borrower indicating that the costs of all such repairs have been fulfilled;paid. In the event that Mortgage Lender elects not to require such deposit, Borrower shall deliver such deposit to Lender.

Intentionally Omitted. (ic) Prior Notwithstanding anything to the transfer and contrary contained herein, Borrower shall have the right to permit Mortgage Borrower to cause the release of any Individual Property (and the RDE Parcel related Collateral) in questionorder to cure a Default, Event of Default, default under the Mortgage Loan Agreement or Mortgage Loan Event of Default related to an Individual Property (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicablerelated Collateral) shall have approved a commercial subdivision for which Lender or other applicable action Mortgage Administrative Agent has delivered notice of such Default or Event of Default hereunder or under local law dividing the RDE Parcel proposed Mortgage Loan to be released from the remainder of the Flamingo Las Vegas Borrower or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las VegasMortgage Borrower, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause provided that (i) shall have been applied for(I) prior to releasing such Individual Property (and related Collateral), (iii) Mortgage Borrower shall have received an amount (from a Person other than or Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, uses commercially reasonable efforts to cure such Default or Event of Default hereunder or under the proportionate size Mortgage Loan (which efforts shall not require any capital contributions to be made to Borrower or Mortgage Borrower or include any obligations of Borrower or Guarantor to use any operating income or Rents from any Property other than the Individual Property (or related Collateral) that is the subject of the RDE Parcel Default or Event of Default hereunder or under the Mortgage Loan to effectuate such cure) or (II) such Default or Event of Default hereunder or under the Mortgage Loan related to an environmental condition at an Individual Property and (ii) such Default or Event of Default hereunder or under the Mortgage Loan was not caused by (or at the direction of) Borrower, Mortgage Borrower or an Affiliate thereof in bad faith to circumvent the requirements of this Section 2.10 (a “Default Release”). In connection with any Default Release, Borrower shall be released required to satisfy the conditions set forth in relation this Section 2.10, except that (I) Borrower shall not be required to satisfy the condition set forth in Section 2.10(a)(ii) to the entire parcel extent any such Event of Default relates to the Individual Property that is the subject of the Default Release and (II) Borrower shall not be required to satisfy the condition set forth in Section 2.10(a)(v). Any prepayment of the Loan in connection with a Default Release shall be deemed a voluntary prepayment, and shall be subject to such real property tax and the anticipated waiting time for issuance satisfaction of the assessor parcel number referred to conditions set forth in the foregoing clause Section 2.7(a) (other than (i), which Mortgage ) the requirement to provide 10 days prior written notice and (ii) Borrower shall use not be required to pay satisfy the conditions set forth in accordance with Section 2.7(a)(i)(A) to the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of extent any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable Event of Default relates to the Flamingo Las Vegas or Individual Property that is subject to the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Default Release).

Intentionally Omitted. (i) Prior Cause the deed to be recorded, duly complete all required real property transfer tax returns and cause all such returns and checks in payment of such taxes to be delivered to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned appropriate officers promptly after the payment Closing. Intentionally omitted. Deliver to Seller a certificate confirming that the warranties and representations of Purchaser set forth in this contract are true and complete as of the Closing Date. Deliver any such taxesother documents required by this contract to be delivered by Purchaser. Apportionments The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: prepaid rents and Additional Rents (as defined in ss.12.03) and (iv) revenues, if any, from telephone booths, vending machines and other income-producing agreements; intentionally omitted; real estate taxes, water charges and sewer rents, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premise, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; wages, vacation pay, pension and welfare benefits and other fringe benefits of all requirements under all lawspersons employed at the Premises, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable whose employment was not terminated at or prior to the Flamingo Las Vegas Closing; value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; charges under transferable Service Contracts or permitted renewals or replacements thereof; permitted administrative charges, if any, on tenants' security deposits; dues to rent stabilization associations, if any; insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; intentionally omitted; and any other items listed in Schedule C. If the Xxxxxx’x Las Vegas (as applicable) necessary Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to accomplish latest assessed valuation. Promptly after the lot split/subdivision new tax rate is fixed, the apportionment of taxes shall have been fulfilled;be recomputed. An discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing. Intentionally omitted.

Intentionally Omitted. (i) Prior Objections to Title, Failure of Seller or Purchaser to Perform and Vendee's Lien Purchaser shall promptly order an examination of title and shall cause a copy of the title report to be forwarded to Seller's attorney upon receipt. Seller shall be entitled to a reasonable adjournment or adjournments of the Closing for up to 30 days or until the expiration date of any written commitment of Purchaser's Institutional Lender delivered to Purchaser prior to the transfer scheduled date of Closing, whichever occurs first [TIME BEING OF THE ESSENCE] to remove any defects in or objections to title noted in such title report and release of any other defects or objections which may be disclosed on or prior to the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, Closing Date. If Seller shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred unable to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation convey title to the entire parcel subject to such real property tax and Premises at the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay Closing in accordance with the terms provisions of this Agreement contract or if Purchaser shall have any real property tax exposure in respect other grounds under this contract for refusing to consummate the purchase provided for herein, Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey with a credit against the monies payable at the Closing equal to the reasonably estimated cost to cure the same, but without any other credit or liability on the part of Seller. If Purchaser shall not so elect, Purchaser may terminate this contract and the sole liability of Seller shall be to refund the Downpayment, if any, to Purchaser and to reimburse Purchaser for the net cost of title examination, but not to exceed the net amount charged by Purchaser's title company therefor without issuance of a policy, and the net cost of updating the existing survey of the RDE Parcel Premises or the net cost of a new survey of the Premises if there was no existing survey or the existing survey was not capable of being updated and a new survey was required by Purchaser's Institutional Lender. Upon such refund and reimbursement, this contract shall be null and void and the parties hereto shall be relieved of all further obligations and liability other than any arising under Section 14. Any unpaid taxes, assessments, water charges and sewer rents, together with the interest and penalties thereon to be released for any period after a date not less than two days following the release of such RDE Parcel for which Mortgage Borrower is liable (Closing Date, and any remaining amounts other liens and encumbrances which Seller is obligated to pay and discharge or which are against corporations, estates or other persons in the chain of which shall title, including any mortgages on the Premises, together with the cost of recording or filing any instruments necessary to discharge such liens and encumbrances of record, may be returned promptly after paid out of the payment proceeds of any the monies payable at the Closing if Seller delivers to Purchaser on the Closing Date official bills for such taxes) , assessments, water charges, sewer rents, interest and (iv) all requirements under all laws, statutes, rules penalties and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred instruments in recordable form sufficient to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;discharge any other liens and

Intentionally Omitted. (iv) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower Lender shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation Physical Conditions Report with respect to the entire parcel subject to such real property tax Substitute Property stating that the Substitute Property and the anticipated waiting time for issuance of the assessor parcel number referred to its use comply in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance all material respects with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in good condition and repair and free of damage or waste in all material respects. If compliance with applicable Legal Requirements is not addressed by the Physical Conditions Report, such compliance shall be confirmed by delivery to Lender of a letter from the municipality in which such Property is located, or a certificate of a surveyor that is licensed in the state in which the Substitute Property is located (with respect to zoning and subdivision laws, setback requirementsif offered in the jurisdiction in which the Substitute Property is located), sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable or an ALTA 3.1 zoning endorsement to the Flamingo Las Vegas applicable Title Insurance Policy (with respect to zoning laws) or a subdivision endorsement to the Xxxxxx’x Las Vegas applicable Title Insurance Policy (with respect to subdivision laws). If the Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, a substitution shall not be allowed without Lender’s prior written consent (not to be unreasonably withheld or delayed) with respect to such proposed Substitute Property at any time prior to a Securitization of the Loan. If, subsequent to a Securitization of the Loan, any such Physical Conditions Report recommends that any immediate repairs be made with respect to the Substitute Property, the proposed substitution shall not be allowed unless (i) such report shall include an estimate of the cost of such recommended repairs, (ii) the estimated cost of such recommended repairs does not exceed ten percent (10%) of the Allocated Loan Amount for such Substitute Property, and (iii) Borrower shall cause Mortgage Borrower or Mezzanine A Borrower, as applicable, to deposit with Mortgage Lender or Mezzanine A Lender, as applicable, (A) necessary cash, (B) a Letter of Credit, or (C) an indemnity by a reasonably acceptable indemnitor, in each such event in an amount equal to accomplish one hundred twenty five percent (125%) of such estimated cost, which deposit shall constitute additional security for the lot split/subdivision Loan and shall be released to Mortgage Borrower or Mezzanine A Borrower, as applicable, upon the delivery to Lender of (1) an update to such Physical Conditions Report or a letter from the engineer that prepared such Physical Conditions Report, indicating that the recommended repairs were completed in a good and workmanlike manner, and (2) a certificate from Mortgage Borrower or Mezzanine A Borrower, as applicable, indicating that the costs of all such repairs have been fulfilled;paid. In the event that neither Mortgage Lender nor Mezzanine A Lender elects to require such deposit, Borrower shall deliver such deposit to Lender.

Intentionally Omitted. 5.1.2 Commencing with the Effective Date, First American Title shall pay Ellie Mae data transmission fees (“Transaction Fees”) for each order transmitted through the Ellie Mae Platform as indicated on Schedule A. Notwithstanding anything to the contrary, if any state department of insurance or other applicable regulatory body requires a mandatory reduction in title fees or other applicable fees for a Title Linked Service offered by First American Title hereunder, First American Title shall promptly notify Ellie Mae in writing and the parties shall negotiate in good faith to appropriately adjust the Transaction Fees for the impacted Title Linked Service. If the parties are unable to agree within a reasonable period of time to an appropriate adjustment to the Transaction Fees for the impacted Title Linked Service(s), then First American Title shall have the right, upon written notice to Ellie Mae, to remove the impacted Title Linked Service(s) from the Ellie Mae Platform and Interface under this Agreement with no liability to Ellie Mae, and Ellie Mae shall, within a commercially reasonable time, but not to exceed five (5) business days, remove such Title Linked Service(s) from the Ellie Mae Platform and Interface at no additional cost to First American Title. Payment of the Transaction Fees shall be: (i) Prior made by First American Title to Ellie Mae to the transfer and release attention of the RDE Parcel in question, Accounts Receivable Department within thirty (i30) each applicable municipal authority exercising jurisdiction over calendar days after the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder close of the Flamingo Las Vegas or month in which such unique submissions for Title Linked Services provided to First American Title via the Xxxxxx’x Las Vegas (as applicable)ePASS Network were made, and a separate assessor parcel number shall thereafter be issued for subject to the RDE Parcel exclusions set forth in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), Section 2.4 regarding faulty transmissions; (ii) the separate assessor parcel number referred supported by a monthly detailed transaction report for all such submissions (“Transaction Report”), which Transaction Report form and email address Ellie Mae will provide to in the foregoing clause (i) shall have been applied forFirst American Title, and (iii) Mortgage Borrower shall have received an amount overdue if not paid within such thirty (from a Person 30) calendar day period. Overdue accounts and any other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel undisputed fees and expenses not paid to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay Ellie Mae in accordance with this First American Title Agreement will be charged a late fee at the terms rate of one and one-half percent (1.5%) per month, or the maximum rate allowed under applicable law if lower, commencing with the date payment was first past due. Should First American Title be overdue paying Ellie Mae the undisputed Transaction Fees set forth in this Agreement any real property tax exposure Section 5.1.2, Ellie Mae will invoice First American Title for such transactions at the applicable fees set forth in respect Schedule A based on the number of unique submissions to First American Title of which Ellie Mae is aware and submit it to First American Title at the following email address for processing and payment: Xxxxxxx Xxxxxxxx at xxxxxxxxxx@xxxxxxx.xxx, which invoice First American Title must pay within fifteen (15) days from the date of the RDE Parcel invoice. Ellie Mae reserves the right to be released for any period after suspend or block First American Title’s access to the release of ePASS Network until such RDE Parcel for which Mortgage Borrower is liable (fees and any remaining amounts interest charges are paid in full. First American Title shall also keep its own monthly detailed Transaction Report for all such submissions in the event there is any dispute between the parties as to what is owed, and First American Title may dispute any invoiced fees in writing to Ellie Mae within thirty (30) days of which shall be returned promptly after the payment date of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) the applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;invoice.

Intentionally Omitted. (d) All such policies of insurance shall be in such form, with such companies, and in such amounts as may be reasonably satisfactory to Foothill. All insurance required herein shall be written by companies which are authorized to do insurance business in the State of California. All hazard insurance and such other insurance as Foothill shall specify, shall contain a California Form 438BFU (NS) mortgagee endorsement, or an equivalent endorsement satisfactory to Foothill, showing Foothill as sole loss payee thereof, and shall contain a waiver of warranties. Every policy of insurance referred to in this Section 6.10 shall contain an agreement by the insurer that it will not cancel such policy except after 30 days prior written notice to Foothill and that any loss payable thereunder shall be payable notwithstanding any act or negligence of either Borrower or Foothill which might, absent such agreement, result in a forfeiture of all or a part of such insurance payment and notwithstanding (i) Prior to occupancy or use of any real property for purposes more hazardous than permitted by the transfer and release terms of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released)such policy, (ii) any foreclosure or other action or proceeding taken by Foothill pursuant to the separate assessor parcel number referred to in Mortgages upon the foregoing clause (i) shall have been applied forhappening of an Event of Default, or (iii) Mortgage any change in title or ownership of any real property. Each Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel deliver to be released, Foothill certified copies of such amount to be based upon the amount policies of insurance and evidence of the current year’s real property tax for Flamingo Las Vegas payment of all premiums therefor. (e) Original policies or Xxxxxx’x Las Vegas, as applicable, certificates thereof satisfactory to Foothill evidencing such insurance shall be delivered to Foothill at least 30 days prior to the proportionate size expiration of the RDE Parcel to be released in relation existing or preceding policies. Each Borrower shall give Foothill prompt notice of any loss covered by such insurance, and after the occurrence and during the continuance of an Event of Default, Foothill shall have the exclusive right (subject to the entire parcel subject rights of holders of Permitted Liens) to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred adjust any loss, without any liability to in the foregoing clause (i), which Mortgage either Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure whatsoever in respect of such adjustments. Any monies received as payment for any loss under any insurance policy including the RDE Parcel insurance policies mentioned above, shall be paid over to Foothill (subject to the rights of holders of Permitted Liens) to be released for any period after applied at the release option of Foothill either to the prepayment of the Obligations without premium, in such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which order or manner as Foothill may elect, or shall be returned promptly after disbursed to the applicable Borrower under stage payment terms satisfactory to Foothill for application to the cost of repairs, replacements, or restorations. All repairs, replacements, or restorations shall be effected with reasonable promptness and shall be of a value at least equal to the value of the items or property destroyed prior to such damage or destruction. Upon the occurrence and during the continuance of an Event of Default, Foothill shall have the right to apply all prepaid premiums to the payment of any the Obligations in such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to order or form as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision Foothill shall have been fulfilled;determine.

Intentionally Omitted. Section 3.34 Property Document, Garage Penthouse REA and Garage Penthouse Lease Representations. With respect to each Property Document, the Garage Penthouse REA (iif any) Prior and the Garage Penthouse Lease, Borrower hereby represents that (a) to Borrower’s knowledge, each such Property Document, the transfer Garage Penthouse REA (if any) and release of the RDE Parcel Garage Penthouse Lease is in questionfull force and effect and has not been amended, restated, replaced or otherwise modified (i) except, in each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegascase, as applicable, shall be part of a tax lot which includes any portion of expressly set forth herein or as disclosed on the RDE Parcel being releasedTitle Insurance Policy), (iib) to Borrower’s knowledge, there are no material defaults under such Property Document, the separate assessor parcel number referred Garage Penthouse REA (if any) and/or the Garage Penthouse Lease by any party thereto and, to Borrower’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a material default under any such Property Document, the Garage Penthouse REA (if any) or the Garage Penthouse Lease, in all cases, which would have a Material Adverse Effect, (c) all common charges, rents, additional rents and other sums due and payable by Borrower under such Property Documents, the foregoing clause Garage Penthouse REA (iif any) shall and/or the Garage Penthouse Lease have been applied forpaid in full, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, except as applicable, the proportionate size of the RDE Parcel to be released is being contested in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay good faith in accordance with (and subject to the terms and conditions of) Section 4.2(d) hereof, (d) to Borrower’s knowledge, no party to any Property Document, the Garage Penthouse REA (if any) and/or the Garage Penthouse Lease has commenced any action or given or received any notice for the purpose of this Agreement terminating (or contemplating the termination of) such Property Document, the Garage Penthouse REA (if any) and/or the Garage Penthouse Lease and (e) the representations made by Borrower or, to Borrower’s knowledge, by any real property tax exposure other party in any estoppel or similar document delivered with respect to any Property Document, the Garage Penthouse REA (if any) or the Garage Penthouse Lease in connection with the Loan are true, complete and correct and are hereby incorporated by reference as if fully set forth herein. The parties acknowledge that as of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all lawsClosing Date, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;no Garage Penthouse REA exists.

Intentionally Omitted. (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1 (c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unconsented to assignment or subletting as a noncurable Breach, Lessor shall have the right to either: (i) Prior terminate this Lease, or (ii) upon thirty (30) days written notice ("Lessor's Notice"), increase the monthly Base Rent to fair market rental value or one hundred ten percent (110%) of the Base Rent then in effect, whichever is greater. Pending determination of the new fair market rental value, if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice, with any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the transfer and release effective date of the RDE Parcel adjustment being due and payable immediately upon the determination thereof. Further, in questionthe event of such Breach and market value adjustment, (i) each the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to the then fair market value (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition), or one hundred ten percent (110%) of the price previously in effect, whichever is greater, (ii) any index-oriented rental or price adjustment formulas contained in this Lease shall be adjusted to require that the base index be determined with reference to the index applicable municipal authority exercising jurisdiction over to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas time of such adjustment, and (as applicableiii) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from any fixed rental adjustments scheduled during the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, Lease term shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to increased in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate same ratio as the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation new market rental bears to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to Base Rent in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable effect immediately prior to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;market value adjustment.

Intentionally Omitted. 3.16. (a) Each Tax Statement and Operating Statement (individually, a "Statement") given by Landlord pursuant to this Article 3 shall be conclusive and binding upon Tenant (i) Prior unless within 90 days after the giving of such Statement, Tenant shall notify Landlord that it disputes the correctness of such Statement, specifying, to the transfer extent reasonably practicable, the particular respects in which such Statement is claimed to be incorrect, and release (ii) if such disputes shall not have been settled by agreement, either party may submit the dispute to expedited arbitration as provided in Section 34.06 within 150 days after receipt of such Statement by Tenant; and pending the determination of such dispute by agreement or arbitration as aforesaid, Tenant shall pay the Additional Charges in question in accordance with such Statement, without prejudice to Tenant's position. Nothing contained in the immediately preceding sentence shall be deemed to relieve Tenant from its obligation to make payments required by any Statement within the applicable time periods hereinabove set forth in this Article 3, notwithstanding that Tenant may thereafter dispute any such Statement within the 90 day period set forth in the first sentence of this Section 3.16(a). If the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay to Tenant the amount of Tenant's overpayment resulting from compliance with Landlord's Statement, together with interest thereon at the Prime Rate from the date of each such overpayment; provided however, that if the sums paid by Tenant pursuant to such Statement were more than 110% of the RDE Parcel amount which it is finally determined Tenant should have paid for the period in question, (i) then, unless such overpayment by Tenant was caused by a change in facts or circumstances which Landlord could not reasonably foresee, the interest on each applicable municipal authority exercising jurisdiction overpayment shall be at the annual rate of two percentage points over the Flamingo Las Vegas Prime Rate, provided, however, if Landlord shall fail to pay to Tenant such amounts within thirty (30) days after such dispute shall be determined in Tenant's favor, Landlord shall permit Tenant to credit the amount due from Landlord against subsequent payments of Rent. Notwithstanding the foregoing, Landlord and Tenant each agree to promptly correct any arithmetic or computation errors in any Statement of which it is advised in writing by the Xxxxxx’x Las Vegas other party within three years after the giving of such Statement, except that such three year period shall be shortened to eighteen (as applicable18) shall have approved a commercial subdivision or other applicable action under local law dividing months with respect to any such Statement that is given after the RDE Parcel proposed to be released from the remainder expiration of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms term of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;lease.

Intentionally Omitted. (ij) Prior If any Lender or Agent determines, in its sole discretion, that it is entitled to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved receive a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure refund in respect of the RDE Parcel any Indemnified Taxes or Other Taxes as to be released for which indemnification or additional amounts have been paid to it by any period after the release of Borrower pursuant to this Section 3.01, it shall use its commercially reasonable efforts to receive such RDE Parcel for which Mortgage Borrower is liable (refund and any remaining amounts of which shall be returned promptly after the payment upon receipt of any such taxes) and refund shall promptly remit such refund (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable but only to the Flamingo Las Vegas extent of indemnity payments made, or additional amounts paid, by the Xxxxxx’x Las Vegas relevant Borrower under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to such Borrower, net of all reasonable out of pocket expenses of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that each Borrower, upon the request of the Lender or Agent, as applicable) necessary the case may be, agrees promptly to accomplish return such refund to such party, together with any interest and penalties charged by the lot split/subdivision relevant taxing authority, in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall have been fulfilled;provide the relevant Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential in its reasonable discretion). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or make available its tax returns or any other information it reasonably deems confidential or require any Lender to do anything that would prejudice its ability to benefit from any other refunds, credits, relief, remission or repayments to which it may be entitled.

Intentionally Omitted. (ic) Fire and extended coverage in an amount adequate to cover the cost of replacement of all personal property, fixtures, furnishings, valuable papers and documents, data, leasehold improvements and equipment, including Tenant's Work and Tenant's Changes located in the Demised Premises. The provisions of the last sentence of Section 11.02(a) shall apply with respect to such fire and extended insurance coverage. All such policies shall be issued by companies of recognized responsibility licensed to do business in New York State and rated by Best's Insurance Reports or any successor publication of comparable standing and carrying a rating of A- VIII or better or the then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be cancelled or modified unless Landlord and any additional insureds are given at least thirty (30) days prior written notice of such cancellation or modification. Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed time such insurance is first required to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas carried by Xxxxxx and thereafter, at least fifteen (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii15) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation days prior to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment expiration of any such taxespolicies, Tenant shall deliver to Landlord either duplicate originals of the aforesaid policies or certificates evidencing such insurance including a certified copy of the endorsement naming Landlord as an additional insured, together with evidence of payment for the policy. Such certificates shall also verify the primary nature of the coverage and note the waiver of subrogation in favor of Landlord, Max AG 450 LLC and Max Capital Management Corp. If Tenant delivers certificates as aforesaid, Tenant upon reasonable prior notice from Landlord, shall make available to Landlord, at the Demised Premises, duplicate originals of such policies from which Landlord may make copies thereof, at Xxxxxxxx's cost. Tenant's failure to provide and keep in force the aforementioned insurance shall be regarded as a material default hereunder, entitling Landlord to exercise any or all of the remedies as provided in this lease in the event of Tenant's default. In addition in the event Tenant fails to provide and keep in force the insurance required by this lease, at the times and for the durations specified in this lease, Landlord shall have the right, but not the obligation, at any time and from time to time, and without notice, to procure such insurance and or pay the premiums for such insurance in which event Tenant shall repay Landlord within five (5) and (iv) all requirements under all lawsdays after demand by Landlord, statutes, rules and regulations (including, without limitationas additional rent, all zoning sums so paid by Landlord and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building any costs or expenses incurred by Landlord in connection therewith without prejudice to any other rights and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;remedies of Landlord under this lease.

Intentionally Omitted. (h) Seller and Purchaser agree to use reasonable efforts to calculate all adjustments required under this SECTION 6 that are ascertainable on the Apportionment Date by the Apportionment Date but not later than the sixty (60) days after the Apportionment Date. Each other item of income and expense that is subject to adjustment under this SECTION 6 but that is not ascertainable on the Apportionment Date will be adjusted retroactive to the Apportionment Date, and the payment made on such adjustment within sixty (60) days after the date that such adjustment becomes ascertainable (I.E., the date by which each party, in its good faith business judgment, has sufficient information to make such adjustment). The parties agree that each party shall have the right, during the period commencing on the Closing Date and terminating at the close of business on the one hundred eightieth (180th) day after the Closing Date, on reasonable advance written notice to the other, from time to time during regular business hours, to review the books and records of such other party pertaining solely to the operations of the Unit to the extent necessary to confirm the amounts of adjustments payable to Seller and/or Purchaser following the Apportionment Date and in furtherance thereof the parties shall, upon reasonable advance written notice, make their respective books and records available for the other during regular business hours and shall use their good faith commercially reasonable efforts to cause the managing agent of the Common Elements to make available the applicable portion of its books and records for such purpose. Seller and Purchaser shall cooperate as necessary following the Closing Date in order to promptly and in good faith discharge their respective obligations under this SECTION 6. Notwithstanding the foregoing, any claim for an adjustment under SECTION 6(a) will be valid if made in writing with reasonable specificity within one (1) year after the Closing Date, except in the case of items of adjustment which at the expiration of such period are subject to pending litigation or administrative proceedings. Claims with respect to items of adjustment that are subject to litigation or administrative proceedings will be valid if made on or before the later to occur of (i) Prior to the transfer date that is one (1) year after the Closing Date and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause date that is one hundred eighty (i180) days after a final non-appealable order shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower issued in such litigation or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower administrative hearing. Both parties shall use good faith efforts to pay in accordance with the terms resolve any disputed claims promptly. The provisions of this Agreement SECTION 6 shall survive the Closing. Purchaser shall notify, or shall cause any real property tax exposure in respect manager retained by it to notify, Seller of any reimbursement adjustment to which Seller becomes entitled under the RDE Parcel to be released for any period after the release provisions of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned this SECTION 6 promptly after the payment of any Purchaser or such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred property manager determines that such reimbursement adjustment is due to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Seller.

Intentionally Omitted. (i) Prior to 7.5 In the transfer and release event that GTx undertakes the enforcement and/or defense of the RDE Parcel Licensed Patents by litigation, opposition, interference or ex parte proceedings or an inter partes proceeding (including the defense of a declaratory judgment action pursuant to Section 7.6) in questionthe United States or a foreign country against a Third Party, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed GTx may withhold up to be released from the remainder [ * ] of the Flamingo Las Vegas payments otherwise thereafter due UTRF under Section 4 that are attributable to sales of Licensed Products in the country where such litigation or inter partes proceeding takes place and apply the Xxxxxx’x Las Vegas (as applicable)same toward reimbursement of up to [ * ] of GTx’s expenses, and a separate assessor parcel number shall thereafter be issued for the RDE Parcel including reasonable attorneys’ fees, in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes connection therewith. GTx may not withhold any portion of the RDE Parcel being releasedpayments due UTRF under Section 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against an Affiliate or Sublicensee. Any recovery of damages by GTx resulting from each such suit or inter partes proceeding shall be applied first in satisfaction of any unreimbursed expenses and legal fees of GTx relating to such suit, and next toward reimbursement of any unreimbursed expenses and legal fees of UTRF relating to such suit, and next toward reimbursement of UTRF for any payments under Section 4 withheld and applied pursuant to this Section 7.5, and the remaining balance, if any, shall be divided equally between GTx and UTRF unless the damage award is identified by judgment of the court or in a settlement in such suit as compensating GTX for loss of sales revenue for Licensed Product on account of such Third Party’s unlicensed or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. illegal actions, in which event (instead of dividing the remaining balance equally between the Parties), GTX shall pay to UTRF an amount equal to the lesser of: (i) [ * ] the remaining balance; or (ii) [ * ] of the separate assessor parcel number referred equivalent of the lost Net Sales upon which such judgment or settlement award is based, and GTX shall retain the rest. For sake of clarity, any recovery attributable to in loss or diminution of the foregoing clause (i) value of Licensed Patents shall be divided equally between UTRF and GTX. As to a settlement of such claim or suit, the rebuttable presumption shall be that any payment to be made to GTX under the settlement agreement is not attributable to lost sales revenue and GTx shall have been applied for, the burden of proof to reasonably establish that the recovery of damages resulting from such settlement represents compensation for loss of sales revenue (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicablei.e., the proportionate size equivalent of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (ilost Net Sales hereunder), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;.

Intentionally Omitted. (i) Prior C. Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company will be responsible for and will pay all reasonable and documented expenses relating to the transfer Placement, including, without limitation, (a) all filing fees and release expenses relating to the registration of the RDE Parcel in question, securities with the Commission; (ib) each applicable municipal authority exercising jurisdiction over all fees and expenses relating to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder listing of the Flamingo Las Vegas Company’s common stock on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part qualification of the remaining Flamingo Las Vegas or securities under the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release “blue sky” securities laws of such RDE Parcel for which Mortgage Borrower is liable (states and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all zoning filing and subdivision lawsregistration fees, setback requirementsand the reasonable fees and disbursements of the Company’s “blue sky” counsel, sideline requirementswhich will be the Placement Agent’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, parking ratio requirementsif applicable; (d) all fees, use requirements, building expenses and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable disbursements relating to the Flamingo Las Vegas registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Placement Agent’s may reasonably designate; (e) the costs of all mailing and printing of the Placement documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; and (g) the fees and expenses of the Company’s accountants; and (h) a maximum of $50,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for EX Xxxxxx’x counsel. The Placement Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Placement Agent. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Placement Agent’s external counsel legal costs detailed in this Section irrespective of whether the Placement is consummated or not, subject to $25,000 in the event that there is not a Closing. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Xxxxxx’x Las Vegas (as applicable) necessary Option Closing Date, if any, the expenses set forth herein to accomplish be paid by the lot split/subdivision shall have been fulfilled;Company to the Underwriters.

Intentionally Omitted. 20. Lender is hereby irrevocably appointed Borrower’s attorney-in-fact with authority and power to: (A) following an Event of Default, endorse Borrower’s name on any checks, notes, acceptances, money orders, drafts, or other forms of payment or security that may come into Lender’s possession (whether checks or other forms of payment are (i) Prior to in the transfer and release name of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released)Borrower, (ii) the separate assessor parcel number referred to in any other name under which it now does business or does business in the foregoing clause (i) shall have been applied forfuture, or (iii) Mortgage in the names of its products now or in the future, and Borrower additionally agrees not to make any protest of any kind against Lender for negotiating such checks or other items described herein); (B) following an Event of Default, sign Borrower’s name on any invoice or bixx xf lading related to any Accounts, on drafts against account debtors, on schedules and assignments of Accounts, on verification of Accounts, and notices to account debtors; (C) following an Event of Default, establish a lockbox arrangement and/or following an Event of Default notify the post office authorities to change the address for delivery of Borrower’s mail; (D) following an Event of Default, receive and open all mail addressed to Borrower and retain all mail relating to Lender’s security, forwarding all other mail to Borrower; (E) following an Event of Default, send, whether in writing or by telephone, requests for verification of Accounts; (F) following an Event of Default, with respect to Accounts or other Collateral, extend the time of payment of, compromise or settle, and adjust disputes and claims, upon any terms, which may include a release of any account debtor or other obligor; (G) following an Event of Default, make, settle and adjust all claims of Borrower’s policies of insurance and make all decisions with respect thereto; (H) following an Event of Default, qualify Borrower to do business in any state if Borrower shall have received promptly fail to do so following request by Lender; (I) following an amount (from a Person other than Mortgage BorrowerEvent of Default, Mezzanine if Borrower has refused or Operating Company) that shall approximate failed to promptly do so, execute and deliver any documents which Lender determines are reasonably necessary in order to protect the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount interests of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) Lender hereunder; and (ivJ) following an Event of Default, do all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) things necessary to accomplish the lot split/subdivision carry out this Agreement. Following an Event of Default, Lender shall have been fulfilled;the right at any time to enforce Borrower’s rights against the account debtors and obligors, and Lender may bring all proceedings for collection in Lender’s name or in Borrower’s name and may exercise Borrower’s right of stoppage in transit, replevin, and reclamation.

Intentionally Omitted. F. Unless the Mezzanine Loan is fully repaid and all of Borrower’s and Property Owners’ obligations thereunder are satisfied in full, Borrower may not refinance or extend the maturity date of either of the existing Senior Loans with an independent, unrelated institutional lender in an arms length transaction without the approval of Lender, in its sole discretion, first had and obtained. Without limiting any other basis for Lender’s withholding of its approval of any refinancing of any of the Senior Loans, Lender’s disapproval shall be deemed to have been given if the refinancing does not meet any of the following minimum requirements: (i) Prior except with respect to the transfer and release Susquehanna Loan, the term of any replacement Senior Loan must extend through at least the scheduled Maturity Date of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), Mezzanine Loan; (ii) the separate assessor parcel number referred loan to in value ratio of the foregoing clause (i) shall have been applied forreplacement Senior Loan, plus any remaining Senior Loan, plus this Mezzanine Loan to the Lender determined fair market value of the Properties must be 75% or less; (iii) Mortgage at the closing of the replacement Senior Loan, Borrower shall have received must cause the replacement Senior Lender to enter into an amount Intercreditor Agreement with Lender on substantially the same terms (from a Person other than Mortgage Borroweras determined by Lender) as the Intercreditor Agreements with each of the prior Senior Lenders (with all of Lender’s costs and expenses, Mezzanine Borrower or Operating Company) that shall approximate including the proportionate unpaid real property taxes for each RDE Parcel fees and expenses of its legal counsel, in connection with all aspects of the refinancing to be released, such amount reimbursed to be based Lender by Borrower upon demand); (vi) the principal amount of the replacement Senior Loan must not exceed the then current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size principal balance of the RDE Parcel prior Senior Loan unless this Mezzanine Loan is repaid in full with the proceeds thereof; and (vii) no Default or Event of Default has occurred and is continuing. In connection with any proposed refinance by Borrower, Borrower shall deliver to be released Lender an appraisal prepared by an MAI appraiser approved in relation advance by Lender, which appraisal determines the fair market value of the Properties by using discounted cash flow, sales comparables and direct capitalization approaches to valuation (and not replacement cost), and which is addressed and delivered to the entire parcel subject Lender. Borrower shall pay to such real property tax and the anticipated waiting time for issuance Lender one hundred percent (100%) of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms Net Proceeds from any refinancing of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for Senior Loans or any period after other similar capital event until all Accrual Amounts and accrued but unpaid interest under the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall Note have been fulfilled;paid in full.

Intentionally Omitted. (ik) Prior If any Lender or Agent determines, in its sole discretion, that it is entitled to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved receive a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure refund in respect of the RDE Parcel any Indemnified Taxes or Other Taxes as to be released for which indemnification or additional amounts have been paid to it by any period after the release of Borrower pursuant to this Section 3.01, it shall use its commercially reasonable efforts to receive such RDE Parcel for which Mortgage Borrower is liable (refund and any remaining amounts of which shall be returned promptly after the payment upon receipt of any such taxes) and refund shall promptly remit such refund (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable but only to the Flamingo Las Vegas extent of indemnity payments made, or additional amounts paid, by the Xxxxxx’x Las Vegas relevant Borrower under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to such Borrower, net of all reasonable out of pocket expenses of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that each Borrower, upon the request of the Lender or Agent, as applicable) necessary the case may be, agrees promptly to accomplish return such refund to such party, together with any interest and penalties charged by the lot split/subdivision relevant taxing authority, in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall have been fulfilled;provide the relevant Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential in its reasonable discretion). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or make available its tax returns or any other information it reasonably deems confidential or require any Lender to do anything that would prejudice its ability to benefit from any other refunds, credits, relief, remission or repayments to which it may be entitled.

Intentionally Omitted. (i) Prior 6.10. Efforts to the transfer and release Consummate. Each of the RDE Parcel parties shall take such actions and do such things as are commercially reasonable to consummate the Transaction as provided in questionthis Agreement, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, (i) cooperating to obtain all zoning material consents and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively Approvals referred to as in Section 4.5 of Sellers’ Disclosure Schedule or otherwise necessary in order to consummate the Transaction, (ii) filing all forms, registrations and notices required to be filed by or on behalf of such party in order to consummate the Transaction, and taking all commercially reasonable actions necessary to obtain any requisite material Approvals by any third party or Governmental Authority, (iii) performing such party’s obligations under this Agreement, and (iv) avoid taking any action that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Approval from any third party or Governmental Authority necessary to be obtained prior to the Closing. Without limiting the generality of the foregoing, within two (2) Business Days following expiration of the Due Diligence Period, Sellers shall provide a copy of this Agreement to North Suburban Realty, Inc. (the “Development Laws and RequirementsGround Lease Landlord”) applicable 43 and shall request that the Ground Lease Landlord waive its right of first refusal, and provide any and all necessary Approvals, under that certain Ground Lease dated February 15, 1989 between the Ground Lease Landlord and Xxxx Ridge. Nothing in this Section 6.10 shall be construed to expand the Buyer’s obligations to make any filings of perform any actions to obtain any necessary Approval and/or termination of any waiting period under any Antitrust Laws, which obligations are governed solely by Section 6.3. The parties hereto agree that should Sellers not obtain such waiver, Xxxx Ridge shall be deemed excluded from this Agreement (and such Facility shall not be transferred to the Flamingo Las Vegas or Buyer) and the Xxxxxx’x Las Vegas (as applicable) necessary Purchase Price shall be reduced by the amount allocated to accomplish the lot split/subdivision Xxxx Ridge in accordance with Exhibit “C” and any related adjustments hereunder shall have been fulfilled;be made to reflect such exclusion.

Intentionally Omitted. I-2-1 15031925\V-9 EXHIBIT I-3 Intentionally Omitted I-3-1 15031925\V-9 EXHIBIT J NOTE ________________, 2013 Glimcher Properties Limited Partnership, a limited partnership organized under the laws of the State of Delaware (i) Prior the “Borrower”), promises to pay to the transfer and release order of _________________________ (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas Secured Line of Credit Loan Agreement (as applicablethe same may be amended or modified, the “Agreement”) hereinafter referred to, in immediately available funds at the main office of KeyBank National Association in Cleveland, Ohio, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall have approved a commercial subdivision pay remaining unpaid principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date or other applicable action such earlier date as may be required under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable)Agreement. The Lender shall, and a separate assessor parcel number shall thereafter be issued for is hereby authorized to, record on the RDE Parcel in question (with the result thatschedule attached hereto, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Secured Line of Credit Loan Agreement, dated as of ____________, 2013 among the Borrower, KeyBank National Association individually and as Administrative Agent, and the other Lenders named therein, to which Agreement, as it may be amended from time to time, reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. If there is a Default under the Agreement or any other Loan Document and Administrative Agent exercises the remedies provided under the Agreement and/or any of the Loan Documents for the Lenders, then in addition to all amounts recoverable by the Administrative Agent and the Lenders under such documents, the Administrative Agent and the Lenders shall be entitled to receive reasonable attorneys fees and expenses incurred by the Administrative Agent and the Lenders in connection with the exercise of such remedies. Borrower and all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Agreement Note, and any real property tax exposure and all lack of diligence or delays in respect collection or enforcement of the RDE Parcel this Note, and expressly agree that this Note, or any payment hereunder, may be extended from time to be released for any period after time, and expressly consent to the release of such RDE Parcel any party liable for which Mortgage the obligation secured by this Note, the release of any of the security for this Note, the acceptance of any other security therefor, or any other indulgence or forbearance 15031925\V-9 whatsoever, all without notice to any party and without affecting the liability of the Borrower is liable (and any remaining amounts of which endorsers hereof. This Note shall be returned promptly after governed and construed under the payment internal laws of any such taxesthe State of Ohio. BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership By: Glimcher Properties Corporation, its sole general partner By: Name: Title: 15031925\V-9 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP, DATED ___________, 2013 Maturity Principal Maturity Principal Amount of of Interest Amount Unpaid Date Loan Period Paid Balance 15031925\V-9 EXHIBIT K PARENT GUARANTY This Parent Guaranty (“Guaranty”) is made as of ________________, 2013 by Glimcher Realty Trust, a real estate investment trust organized under the laws of the State of Maryland (“Glimcher Trust”) and Glimcher Properties Corporation, a Delaware corporation (iv) all requirements under all laws“Glimcher Properties”, statutesand together with Glimcher Trust, rules collectively, the “Guarantors”), to and regulations for the benefit of KeyBank National Association, individually (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and RequirementsKeyBank”) applicable to and as administrative agent (“Administrative Agent”) for itself and the Flamingo Las Vegas or lenders under the Xxxxxx’x Las Vegas Credit Agreement (as applicabledefined below) necessary to accomplish and their respective successors and assigns (collectively, the lot split/subdivision shall have been fulfilled;“Lenders”).

Intentionally Omitted. (id) Prior to All insurance companies providing the transfer coverage required under this Section 6 shall be selected by Tenant and release of the RDE Parcel in question, shall be rated A minus (iA-) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicablebetter by Best’s Insurance Rating Service, shall be part licensed to write insurance policies in the state in which the Premises is located, and shall be acceptable to Landlord in Landlord’s reasonable discretion. On or prior to the Effective Date and thereafter prior to the expiration of any of the policies providing the coverages described herein, Tenant shall provide Landlord with copies of all certificates of such coverage for the insurance coverages referenced in this Section 6. All commercial general liability and umbrella liability or excess liability policies (except as to the property policy) shall designate Landlord and any mortgagee reasonably designated by Landlord as an additional insured. Any such coverage for additional insureds shall be primary and non-contributory with any insurance carried by Landlord or any other additional insured hereunder. All property insurance policies shall name Landlord (and Landlord’s lender if so requested by Landlord) as an additional named insured or as a loss payee as Landlord’s interests may appear, and shall provide that all losses shall be payable as herein provided. Tenant shall use commercially reasonable efforts to require its insurer(s) that all such policies of insurance shall provide that the amount thereof shall not be reduced and that none of the provisions, agreements or covenants contained therein shall be modified or canceled by the insuring company or companies without thirty (30) days prior written notice being given to Landlord; provided, however, the failure of any policies to include the foregoing requirements of this sentence shall not be a default under this Lease. Such policy or policies of insurance shall also cover loss or damage to Tenant’s Property, and the insurance proceeds applicable to Tenant’s Property shall not be paid to Landlord or any mortgagee but shall accrue and be payable solely to Tenant. In the event of a tax lot which includes casualty, Tenant shall be responsible for any portion deficiency between the replacement cost of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon Premises and the amount of actually paid by the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;insurance company.

Intentionally Omitted. (i) Prior C. Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company will be responsible for and will pay all reasonable expenses relating to the transfer Placement, including, without limitation, (a) all filing fees and release expenses relating to the registration of the RDE Parcel in question, securities with the Commission; (ib) each applicable municipal authority exercising jurisdiction over all fees and expenses relating to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder listing of the Flamingo Las Vegas Company’s common stock on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part qualification of the remaining Flamingo Las Vegas or securities under the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release “blue sky” securities laws of such RDE Parcel for which Mortgage Borrower is liable (states and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all zoning filing and subdivision lawsregistration fees, setback requirementsand the reasonable fees and disbursements of the Company’s “blue sky” counsel, sideline requirementswhich will be the Placement Agent’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, parking ratio requirementsif applicable; (d) all fees, use requirements, building expenses and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable disbursements relating to the Flamingo Las Vegas registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Placement Agent’s may reasonably designate; (e) the costs of all mailing and printing of the Placement documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; and (g) the fees and expenses of the Company’s accountants; and (h) a maximum of $50,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for XX Xxxxxx’x counsel. The Placement Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Placement Agent. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Placement Agent’s external counsel legal costs detailed in this Section irrespective of whether the Placement is consummated or not, subject to $50,000 in the event that there is not a Closing. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Xxxxxx’x Las Vegas Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Placement Agent. Additionally, two percent (as applicable2.0%) necessary of the gross proceeds of the Placement shall be provided to accomplish the lot split/subdivision shall have been fulfilled;XX Xxxxxx for non-accountable expenses.

Intentionally Omitted. (iiv) Prior The Administrative Agent shall cause the Net Casualty Proceeds, not otherwise required to be used to make a mandatory prepayment pursuant to Section 2.10, from any casualty loss affecting a Collateral Pool Property to be disbursed for the cost of reconstruction of such Collateral Pool Property if all of the following conditions are satisfied within ninety (90) days after the insurance proceeds are paid to the transfer Administrative Agent: (A) the Borrower satisfies the Administrative Agent that the reconstruction can be completed within a reasonable period of time after such casualty loss (but in no event later than the Revolving Maturity Date) and release that after giving effect to such reconstruction such Collateral Pool Property will be restored to substantially the same condition immediately prior to the casualty loss; (B) the Borrower satisfies the Administrative Agent that the Net Casualty Proceeds are sufficient to pay all costs of reconstruction, and if insufficient, the Borrower deposits with the Administrative Agent additional funds to make up such insufficiency; (C) the Borrower delivers to the Administrative Agent all plans and specifications and construction contracts for the work of reconstruction and such plans and specifications and construction contracts are in form and content reasonably acceptable to the Administrative Agent and with a contractor reasonably acceptable to the Administrative Agent; and (D) the Borrower delivers to the Administrative Agent satisfactory evidence that upon completion of the RDE Parcel in question, reconstruction the Occupancy Rate of such Collateral Pool Property will be at least 80% of the Occupancy Rate as existed immediately prior to such casualty loss. The disbursement of Net Casualty Proceeds pursuant to this clause (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicableiv) shall have approved be in accordance with customary disbursement procedures and shall not be available after the occurrence and during the continuance of an Event of Default. Any Net Casualty Proceeds not required to reconstruct a commercial subdivision or other applicable action under local law dividing Collateral Pool Property shall be delivered to the RDE Parcel proposed to be released from the remainder Borrower after expiration of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued lien period for the RDE Parcel in question work of reconstruction (with or, at the result thatBorrower’s option, following after delivery of title insurance to the issuance of a separate assessor parcel number Administrative Agent, for the RDE Parcel in question, no part benefit of the remaining Flamingo Las Vegas Lenders, over such liens where the lien period has not so expired). Upon the occurrence and during the continuance of an Event of Default or in the Xxxxxx’x Las Vegasevent the Borrower is unable to satisfy the conditions set forth in subclauses (A) through (D) hereof by the required date, as applicablethe Administrative Agent, on behalf of the Lenders, shall be part of a tax lot which includes any portion have the right (but not the obligation) to (and at the direction of the RDE Parcel being released), (iiRequired Lenders shall) apply all Net Casualty Proceeds held by it to the separate assessor parcel number referred to in payment of the foregoing clause (i) shall have been applied for, (iii) Mortgage Obligations. The Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel obligation to be released, promptly and diligently complete the work of reconstruction necessitated by any casualty loss and restore the applicable Collateral Pool Property to DB3/ 204481699.8 substantially the same condition immediately prior to such amount to be based upon casualty provided the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation applicable Net Casualty Proceeds are made available to the entire parcel subject to Borrower for such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;purpose.

Intentionally Omitted. (iviii) Prior The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the transfer and release respective transferees) incurred in connection with the delivery to the Underwriter of the RDE Parcel in question, Shares (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder including all fees and expenses of the Flamingo Las Vegas or registrar and transfer agent of the Xxxxxx’x Las Vegas Shares (as applicableif other than the Company), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance cost of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released)preparing and printing stock certificates, (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (ivB) all requirements under all laws, statutes, rules expenses and regulations fees (including, without limitation, fees and expenses of the Company’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all zoning amendments, schedules, and subdivision lawsexhibits thereto), setback requirementsthe Shares, sideline requirementsthe Time of Sale Disclosure Package, parking ratio requirementsany Prospectus, use requirementsthe Final Prospectus, building any Issuer Free Writing Prospectus and fire code requirementsany amendment thereof or supplement thereto, environmental requirements (C) all reasonable filing fees and wetlands requirementsreasonable fees and disbursements of the Underwriter’s counsel incurred in connection with the qualification of the Shares for offering and sale by the Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions that the Underwriter shall designate, collectively referred to as “Development Laws (D) the reasonable filing fees and Requirements”) applicable reasonable fees and disbursements of counsel to the Flamingo Las Vegas Underwriter incident to any required review and approval by FINRA, of the terms of the sale of the Shares, (F) listing fees, if any, and (G) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company will reimburse the Underwriter’ reasonable out-of-pocket expenses, including legal fees and disbursements, in connection with the purchase and sale of the Shares contemplated hereby up to an aggregate of $30,000 (including amounts payable pursuant to clauses (C) and (D) above). If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 6 or Section 9, the Xxxxxx’x Las Vegas Company will reimburse the Underwriter for all out-of-pocket disbursements (as applicableincluding, but not limited to, reasonable fees and disbursements of counsel, travel expenses, postage, facsimile and telephone charges) necessary incurred by the Underwriter in connection with its investigation, preparing to accomplish market and marketing the lot split/subdivision shall have been fulfilled;Shares or in contemplation of performing its obligations hereunder up to an aggregate of $30,000.

Intentionally Omitted. 8.21 If; in Section 1.1 hereof, a security deposit is specified, Tenant agrees that the same will be paid upon execution and delivery of this Lease, and that Landlord shall hold the same, throughout the term of this Lease (i) Prior including any extension thereof), as security for the performance by Tenant of all obligations on the part of Tenant to the transfer be kept and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) performed. Landlord shall have approved a commercial subdivision the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to apply such deposit, or other applicable action under local law dividing any part thereof; to Landlord's damages arising from any default on the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas Tenant. If Landlord so applies all or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord deliver cash to Landlord in an amount sufficient to restore such deposit to the RDE Parcel full amount stated in Section 1.1. Tenant not then being released)in default and having performed all of its obligations under this Lease, (ii) including the separate assessor parcel number referred to in payment of all Annual Fixed Rent, Landlord shall return the foregoing clause (i) deposit, or so much thereof as shall not have theretofore been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect Section 8.21, to Tenant on the expiration or earlier termination of the RDE Parcel term of this Lease and surrender possession of the Premises by Tenant to Landlord in the condition required in the Lease at such time. While Landlord holds such deposit, Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord's other funds. If Landlord conveys Landlord's interest under this Lease, the deposit, or any part thereof not previously applied, may be released turned over by Landlord to Landlord's grantee, and, if so turned over, Tenant agrees to look solely to such grantee for proper application of the deposit in accordance with the terms of this Section 8.21, and the return thereof in accordance herewith, and Landlord shall have no further liability therefor. Neither the holder of any period after mortgage nor the release of such RDE Parcel lessor in any ground lease on property which includes the Premises shall ever be responsible to Tenant for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment return or application of any such taxes) and (iv) all requirements under all lawsdeposit, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable whether or not it succeeds to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision position of Landlord hereunder, unless such deposit shall have been fulfilled;received in hand by such holder or ground lessor.

Intentionally Omitted. 7.12 Each Borrower hereby agrees to indemnify and hold harmless CIT and its officers, directors, employees, attorneys and agents (ieach an "Indemnified Party") Prior from, and holds each of them harmless against, any and all losses, liabilities, obligations, claims, actions, damages, costs and expenses (including attorney's fees) and any payments made by CIT pursuant to any indemnity provided by CIT with respect to or to which any Indemnified Party could be subject insofar as such losses, liabilities, obligations, claims, actions, damages, costs, fees or expenses with respect to the transfer and release of the RDE Parcel in questionLoan Documents, including without limitation those which may arise from or relate to: (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (iia) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicableDepository Account, the proportionate size Blocked Accounts, the lockbox and/or any other depository account and/or the agreements executed in connection therewith; and (b) any and all claims or expenses asserted against CIT as a result of the RDE Parcel to be released in relation any environmental pollution, hazardous material or environmental clean-up relating to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), Real Estate; or any claim or expense which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement results from any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations Borrower's operations (including, without limitationbut not limited to, any Borrower's site disposal practices) and use of the Real Estate, which CIT may sustain or incur (other than solely as a result of the physical actions of CIT on any Borrower's premises which are determined to constitute gross negligence or willful misconduct by a court of competent jurisdiction), all zoning whether through the alleged or actual negligence of such person or otherwise, except and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas extent that the same results solely and directly from the gross negligence or willful misconduct of such Indemnified Party as finally determined by a court of competent jurisdiction. Each Borrower hereby agrees that this indemnity shall survive termination of this Financing Agreement, as well as payments of Obligations which may be due hereunder. CIT may, in its sole business judgement, establish such Availability Reserves with respect thereto as it may deem advisable under the Xxxxxx’x Las Vegas (circumstances and, upon any termination hereof, hold such reserves as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;cash reserves for any such contingent liabilities.

Intentionally Omitted. (i) Prior i. Publicity, Filings, Releases, Etc. Each of the parties agrees that it will not disseminate any information relating to the transfer Transaction Agreements or the transactions contemplated thereby, including issuing any press releases, holding any press conferences or other forums, or filing any reports (collectively, "Publicity"), without giving the other party reasonable advance notice and release an opportunity to comment on the contents thereof; provided that the Company will not disseminate any information relating to the Transaction Agreements or the transactions contemplated thereby until the Company discloses the details of the RDE Parcel financing transaction contemplated herein by filing a Current Report on Form 8-K containing full disclosure and audited financial statements, as required by the applicable SEC rules and regulations. Neither party will include in questionany such Publicity any statement or statements or other material to which the other party reasonably objects, (i) each unless in the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be included. In furtherance of the foregoing, the Company will provide to the Lender drafts of the applicable municipal authority exercising jurisdiction over text of the Flamingo Las Vegas first filing of a Current Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K intended to be made with the SEC which refers to the Transaction Agreements or the Xxxxxx’x Las Vegas transactions contemplated thereby as soon as practicable (as applicablebut at least one business day before such filing will be made) shall have approved a commercial subdivision will not include in such filing any statement or statements or other applicable action under local law dividing material to which the RDE Parcel proposed other party reasonably objects, unless in the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be released from included. Notwithstanding the remainder foregoing, each of the Flamingo Las Vegas parties hereby consents to the inclusion of the text of the Transaction Agreements in filings made with the SEC as well as any descriptive text accompanying or part of such filing which is accurate and reasonably determined by the Xxxxxx’x Las Vegas (as applicableCompany's counsel to be legally required. Notwithstanding, but subject to, the foregoing provisions of this Section 4(i), the Company will, after the Closing Date, promptly issue a press release and file a separate assessor parcel number shall thereafter be issued for Current Report on Form 8-K or, if appropriate, a quarterly or annual report on the RDE Parcel in question (with the result thatappropriate form, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation referring to the entire parcel subject to such real property tax and transactions contemplated by the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Transaction Agreements.

Intentionally Omitted. (b) In the event Agent shall reasonably and in good faith determine (which determination shall be conclusive) that: (i) Prior to by reason of circumstances affecting the transfer applicable London interbank market, adequate and release reasonable methods do not exist for ascertaining the LIBOR which would otherwise determine the rate of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed interest to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes applicable to any portion of the RDE Parcel being released)LIBOR Advance during any Interest Period, (ii) deposits of the separate assessor parcel number relevant amount and for the relevant Interest Period for LIBOR Advances requested by Borrower are not available to Lenders in the applicable London interbank market, or (iii) the relevant rates of interest referred to in the foregoing clause definition of LIBOR upon the basis of which the rate of interest for LIBOR based loans for such Interest Period are to be determined are not likely adequately to cover the cost to such Lender of making or maintaining LIBOR based Loans for such Interest Period, Agent shall forthwith give notice (which may be by telephone, telecopy, telex or cable, in each case confirmed immediately in writing in the manner specified in Section 24 of this Agreement) of such determination (which shall be conclusive and binding on Borrower) to Borrower as soon as it makes such determination. In such event: (i) any Borrower’s Notice with respect to a LIBOR Advance shall have been applied forbe automatically converted into a request for a Variable Rate Advance; (ii) each LIBOR Advance will automatically, on the last day of the then current Interest Period thereof, convert into a Variable Rate Advance; and (iii) Mortgage Borrower the obligations of Lenders to make LIBOR Advances shall have received an amount (from a Person other than Mortgage be suspended until Agent determines in good faith that the circumstances giving rise to such suspension no longer exist, whereupon Agent shall promptly notify Borrower, Mezzanine Borrower or Operating Company) that . All payments for the account of Lenders shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation applied to the entire parcel subject to such real property tax and the anticipated waiting time for issuance respective accounts of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay Lenders in accordance with each Lender’s Commitment Percentage of the terms Loan. Agent will disburse such payments to Lenders on the date of receipt thereof if received prior to 10:00 a.m. Eastern Time on such date and, if not, on the next Business Day. Any and all interest rate selection and conversion provisions in this Agreement any real property tax exposure in respect of the RDE Parcel are to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (administered by Agent and any remaining amounts of which shall to be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable allocated on a pro rata basis to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Note held be each Lender based upon such Lender’s Commitment Percentage.

Intentionally Omitted. Section VII.6 Payment of Approved Operating Expenses, Approved Capital Expenses and Approved Leasing Expenses. Funds held in the Cash Collateral Account may be used for Approved Operating Expenses, Approved Capital Expenses and Approved Leasing Expenses (icollectively, "Approved Expenses"). Borrowers may from time to time send a request for disbursement of funds in the Cash Collateral Account for payment of Approved Expenses, but not more than one (1) Prior to time per month. To the transfer and release extent there are funds available in the Cash Collateral Account in excess of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over amounts required to fund the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), Tax and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicableInsurance Escrow Fund, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax Capital Reserve Fund and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure Monthly Debt Service Payment Amount due in respect of the RDE Parcel Loan on the next Payment Date, such disbursements for Approved Expenses shall be made by the Lender so long as (A) such expenditure is for an Approved Expense, provided, however, that Approved Capital Expenses shall be funded from the Cash Collateral Account only to the extent there are no funds available therefor in the Capital Reserve Fund; and (B) the request for disbursement is accompanied by (1) an Officer's Certificate certifying (v) the amount of funds to be released disbursed, (w) that such funds will be used to pay Approved Expenses and a description thereof, (x) that all outstanding trade payables (other than those to be paid from the requested disbursement or those otherwise permitted to be outstanding under Section 6.1(i) hereof) have been paid in full, (y) that the same has not been the subject of a previous disbursement, and (z) that all previous disbursements have been or will be used to pay the previously identified Approved Expenses, and (2) reasonably detailed documentation as to the amount, necessity and purpose therefor. Subject to satisfaction of the preceding conditions, if Lender receives from Borrowers a valid request for any period after a disbursement for payment of Approved Expenses for the release then Current Month at least five (5) Business Days prior to the Payment Date occurring in such Current Month, then the disbursement in respect of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which Approved Expenses shall be returned promptly after the made to Borrowers on such Payment Date. If Borrowers shall fail to validly request a disbursement for payment of any such taxesApproved Expenses for the then Current Month at least five (5) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable Business Days prior to the Flamingo Las Vegas Payment Date in such Current Month, then Lender shall retain in the Cash Collateral Account an amount equal to the anticipated Approved Expenses,for the then Current Month as set forth in the approved Operating Budget for such month, and Lender shall, subject to satisfaction of the preceding conditions, disburse same to Borrowers five (5) Business Days after Lender receives a valid request therefor. Amounts disbursed to Borrowers under this Section 7.5 shall be used by Borrowers to pay current Approved Expenses and for no other purpose. Borrowers shall furnish Lender with copies of bills, statements, invoices, receipts or the Xxxxxx’x Las Vegas (other evidence as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Lender may reasonably request in connection with a request for disbursement.

Intentionally Omitted. (i2) Prior to To immediately re-enter the transfer and release Demised Premises, including Tenaxx'x xxclusive Parking Facilities, without accepting surrender of the RDE Parcel in questionleasehold estate and remove all persons and all or any property therefrom, (i) each applicable municipal authority exercising jurisdiction over with or without summary dispossession proceedings or by any suitable action or proceeding at law, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder Demised Premises; together with all additions, alterations and improvements. Upon recovering possession of the Flamingo Las Vegas Demised Premises by reason of or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance based upon or arising out of a separate assessor parcel number for default on the RDE Parcel in question, no part of Tenant, Landlord may, at Landlord's option, either terminate this Lease or make such alterations and repairs as may be necessary in order to relet the remaining Flamingo Las Vegas Demised Premises or any part or parts thereof, either in Landlord's name or otherwise, for a term or terms which may at Landlord's option be less than or exceed the Xxxxxx’x Las Vegas, period which would otherwise have constituted the balance of the Term of this Lease and at such rent or rents and upon such other terms and conditions as applicable, in Landlord's sole discretion may seem advisable and to such person or persons as may in Landlord's discretion seem best. Upon each such reletting all rents received by Landlord from such reletting shall be part of a tax lot which includes any portion of the RDE Parcel being released)applied: first, (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such taxes) reletting, including brokerage fees and (iv) attorney's fees and all requirements costs of such alterations and repairs; third, to the payment of Rent due and unpaid hereunder; and the residue if any, shall be held by Landlord and applied in payment of future rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Demised Premises or the making of alterations and/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Landlord shall in no event be liable in any way whatsoever for failure to relet the Demised Premises or, in the event that the Demised Premises or any part or parts thereof are relet, for failure to collect the rent thereof under such reletting. Tenant, for Tenaxx xxx Tenaxx'x xuccessors and assigns, hereby irrevocably constitutes and appoints Landlord as Tenaxx'x xgent to collect the rents due and to become due under all laws, statutes, rules and regulations (including, subleases of the Demised Premises or any part thereof without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred in any way affecting Tenaxx'x xbligation to as “Development Laws and Requirements”) applicable pay any unpaid balance of Rent due or to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;become due hereunder. Notwithstanding any such reletting without termination,

Intentionally Omitted. 4.2 Subject to any rights of any mortgagee of interests in the Bond Financed Property, Lessee shall have the right to purchase the Bond Financed Property as follows: (i) Prior if the Bonds (as defined in the Indenture) have not been paid in full and are outstanding, for the greater of (a) the amount necessary to pay the transfer and release Bonds in full or (b) the then fair market value of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over Bond Financed Property at the Flamingo Las Vegas time the right to purchase is exercised as determined by an appraiser or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) after the separate assessor parcel number referred to in the foregoing clause (i) shall Bonds have been applied forpaid in full and are not outstanding, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate equal to the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount then fair market value of the current year’s real property tax Bond Financed Property at the time the right to purchase is exercised as determined by an appraiser. Such right must be exercised (if at all) in writing and at least one hundred twenty (120) days prior to the intended acquisition date, which intended acquisition date must be prior to the expiration of the Lease Term as contemplated herein and the term of the Ground Lease (as provided for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicabletherein). At the time the right to purchase is exercised, the proportionate size then fair market value of the RDE Parcel to Bond Financed Property shall be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower appraised. Such appraisal shall use to pay be performed by a qualified appraiser procured by Lessor in accordance with the terms of this Agreement any real property tax exposure in respect requirements of the RDE Parcel Texas Professional Services Procurement Act, Chapter 2254, Texas Government Code (the "Act") and as required by §60.412(c), Water Code. Lessor shall proceed to be released for any period after procure an appraiser and designated sub-consultants as necessary to perform the release appraisal of such RDE Parcel for which Mortgage Borrower is liable the fair market value of the Bond Financed Property based upon the most current edition of the Appraisal Institute Uniform Standards of Professional Appraisal Practices ("USPAP") and any remaining amounts applicable state law for appraisal of which industrial assets such as the Bond Financed Property. The appraisal report shall be returned promptly after a "self-contained narrative report" and must note onsite inspection of the payment Bond Financed Property by the appraiser, and the appraisal report shall be executed by the primary certified appraiser handling the preparation of any and the recitation of the appraised value(s) as presented in the appraisal report. Such appraiser shall be responsible for all analysis and conclusions notwithstanding that such taxes) analysis and (iv) all requirements under all lawsconclusions are in part generated through the collection of data and information by employees of the appraiser or third party designated sub-consultants. Lessor and Lessee shall collaborate on the appraisal procurement request for proposal, statutesLessor and Lessee shall jointly review responses to request for proposal, rules and regulations (including, without limitation, all zoning Lessor and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to Lessee shall jointly designate the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;qualified appraiser.

Intentionally Omitted. FIRE INSURANCE SECTION 38. Tenant will not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Leased Premises which will contravene Landlord's policies insuring against loss or damage by fire or other hazards (iincluding, but not limited to, public liability) Prior or which will prevent Landlord from procuring such policies in companies acceptable to Landlord provided Tenant is first given adequate notice of the requirements of such policies. If anything done, omitted to be done or suffered to be done by Tenant, or kept or suffered by tenant to be kept, in, upon or about the premises shall cause the rate of fire insurance or the insurance on the Leased Premises or other property of Landlord in companies acceptable to Landlord to be increased beyond the minimum rate from time to time applicable to the transfer premises for use for the purposes permitted under this Agreement or to such other property for the use or uses made thereof, Tenant will pay the amount of such increase promptly upon Landlord's demand. FIRE OR OTHER CASUALTY SECTION 39. If the Leased Premises shall be damaged by fire, the elements, unavoidable accident or other casualty, but are not thereby rendered untenable in whole or in part, Landlord shall promptly at its own expense cause such damage to be repaired, and release the rent shall not be abated; if by reason of such occurrence, the premises shall be rendered untenable only in part; Landlord shall promptly at its own expense cause the damage to be repaired, and the Fixed Rent shall be abated proportionately as to the portion of the RDE Parcel in questionpremises rendered untenable; if by reason of such occurrence the premises shall be rendered wholly untenable, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) Landlord shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed promptly at its own expense cause such damage to be released from repaired, and the minimum annual rent shall be abated on a pro rata basis, unless within thirty (30) days after said occurrence Landlord shall give Tenant written notice that it has elected to cancel and terminate the remainder of the Flamingo Las Vegas demised term (together with available renewal options) in which event this lease and the tenancy hereby created shall cease as of the date of said occurrence and the Fixed Rent to be adjusted as of such date. If the damage is such that the Premises cannot be returned to their condition on the commencement of the Term within one hundred eighty (180) days after their damage or destruction, Tenant may terminate this Lease by written notice to Landlord given within thirty (30) days after such occurrence and if Landlord undertakes to repair such damage or destruction and Landlord does not do so within one hundred eighty (180) days after the date of such occurrence, Tenant may cancel this Lease at any time thereafter so long as such repair has not occurred. Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to or destruction of the Premises or the Xxxxxx’x Las Vegas (as applicable)Shopping Center from causes that are included under special form insurance policies or endorsements, and a separate assessor parcel number shall thereafter be issued Tenant waives all rights of recovery against Landlord for or arising out of damage to or destruction of Tenant's property in the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas Premises or the Xxxxxx’x Las Vegas, as applicable, Shopping Center from such causes. Landlord and Tenant each agree that they shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based rely solely upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released insurance obtained by them for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;losses.

Intentionally Omitted. (id) Prior Tenant shall pay, as additional rent, Tenant's Proportionate Share (herein-after defined) of all costs incurred by Landlord in owning, operating, maintaining, repairing and replacing the Land and Project and the facilities and services provided for the common use of Tenant and any other tenants of the Project (collectively, "OPERATING EXPENSES"), including the following items: (1) Taxes (as defined below) and the cost of any tax consultant employed to assist Landlord in determining the fair tax valuation of the Project and Land or otherwise in contesting the Taxes; (2) the cost of all utilities used in the Project which are not billed separately to a tenant of the Project for above standard utility consumption; (3) insurance premiums (including the related deductibles); (4) the cost of repairs, replacement, management fees and expenses, landscape maintenance and replacement, security service (if provided), sewer service (if provided), trash service (if provided); (5) the cost of dues, assessments, and other charges applicable to the transfer Land payable to any property or community owner association under restrice covenants or deed restrictions to which the Premises are subject; and release (6) alterations, additions, and improvements made by Landlord to comply with any change in any applicable Laws (defined in Section 23.(a) below) enacted subsequent to the time of construction of the RDE Parcel Building. Throughout the Term on the same day that Base Rent is due, Tenant shall pay to Landlord an amount equal to 1/12 of Landlord's estimate of Tenant's Proportionate Share of annual Operating Expenses. The initial monthly payments are based upon Landlord's estimate of the Operating Expenses for the calendar year in question, and shall be increased or decreased annually to reflect the actual Operating Expenses determined by Landlord for that calendar year. If Tenant's total payments in respect to Operating Expenses for any calendar year are less than Tenant's Proportionate Share of actual Operating Expenses for the calendar year, Tenant shall pay the difference to Landlord within ten days after Landlord's request therefor; if such payments are more than Tenant's Proportionate Share of actual Operating Expenses for that calendar year, Landlord shall retain such excess and credit it against Tenant's future annual payments. Operating Expenses shall not include the following: (iA) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision any costs for interest, amortization, or other applicable action under local law dividing payments on loans to Landlord, except as provided in clause (H) below; (B) expenses incurred in leasing or procuring tenants; (C) legal expenses other than those incurred for the RDE Parcel proposed to be released general benefit of the Project's tenants; (D) allowances, concessions, and other costs of renovating or otherwise improving space for occupants of the Project or vacant space in the Project; (E) income taxes imposed on or measure by the income of Landlord from the remainder operation of the Flamingo Las Vegas Project; (F) rents under ground leases; (G) costs incurred in selling, syndicating, financing, mortgaging, or hypothecating any of Landlord's interests int he Project; (H) the Xxxxxx’x Las Vegas cost of any capital improvements (except for the amortization over such reasonable period as applicable)Landlord shall determine, with interest at a rate per annum equal to the "Reference Rate" defined in Section 23.(k) below, of the cost of (1) capital improvements made by Landlord or equipment purchased by Landlord as a means to accomplish savings in operating, repairing, managing or maintaining the Project, and a separate assessor parcel number shall thereafter be issued for (2) capital improvements made by Landlord to comply with any change in any applicable Laws enacted subsequent to the RDE Parcel in question (with the result that, following the issuance time of a separate assessor parcel number for the RDE Parcel in question, no part construction of the remaining Flamingo Las Vegas Building); (I) depreciation of the Project; (J) management fees in excess of three percent (3%) of total rent payable hereunder; and (K) the cost of repairs or other work occasioned by fire, windstorm or other insured casualty or hazard, to the Xxxxxx’x Las Vegas, as applicable, extent that Landlord shall receive proceeds of such insurance or would have received such proceeds had Landlord maintained the insurance coverage required under this Lease (costs of repairing an insured casualty tot he extent of the commercially reasonable deductible amount under the applicable insurance policy shall constitute an Operating Expense). There shall be part no duplication of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to costs or reimbursements in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or calculating Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Expenses.

Intentionally Omitted. (iviii) Prior The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the transfer and release respective transferees) incurred in connection with the delivery to the Underwriter of the RDE Parcel in question, Shares (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder including all fees and expenses of the Flamingo Las Vegas or registrar and transfer agent of the Xxxxxx’x Las Vegas Shares (as applicableif other than the Company), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance cost of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released)preparing and printing stock certificates, (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (ivB) all requirements under all laws, statutes, rules expenses and regulations fees (including, without limitation, fees and expenses of the Company’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all zoning amendments, schedules, and subdivision lawsexhibits thereto), setback requirementsthe Shares, sideline requirementsthe Time of Sale Disclosure Package, parking ratio requirementsany Prospectus, use requirementsthe Final Prospectus, building any Issuer Free Writing Prospectus and fire code requirementsany amendment thereof or supplement thereto, environmental requirements (C) all reasonable filing fees and wetlands requirementsreasonable fees and disbursements of the Underwriter’s counsel incurred in connection with the qualification of the Shares for offering and sale by the Underwriter or by dealers under the securities or blue sky laws of the states and other jurisdictions that the Underwriter shall designate, collectively referred to as “Development Laws (D) the reasonable filing fees and Requirements”) applicable reasonable fees and disbursements of counsel to the Flamingo Las Vegas Underwriter incident to any required review and approval by FINRA, of the terms of the sale of the Shares, (F) listing fees, if any, and (G) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company will reimburse the Underwriter’s reasonable out-of-pocket expenses, including legal fees and disbursements, in connection with the purchase and sale of the Shares contemplated hereby up to an aggregate of $45,000 (including amounts payable pursuant to clauses (C) and (D) above). If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 6 or Section 9, the Xxxxxx’x Las Vegas Company will reimburse the Underwriter for all out-of-pocket disbursements (as applicableincluding, but not limited to, reasonable fees and disbursements of counsel, travel expenses, postage, facsimile and telephone charges) necessary incurred by the Underwriter in connection with its investigation, preparing to accomplish market and marketing the lot split/subdivision shall have been fulfilled;Shares or in contemplation of performing its obligations hereunder up to an aggregate of $45,000.

Intentionally Omitted. (m) Except as otherwise agreed between the Transaction Entities and the Agents, the Forward Sellers and the Forward Purchasers, to pay all costs, expenses, fees and taxes in connection with (i) Prior the preparation and filing of the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the transfer Agents and release to dealers (including costs of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), mailing and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being releasedshipment), (ii) the separate assessor parcel number referred to in registration, issue and delivery of the foregoing clause (i) shall have been applied forSecurities, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount qualification of the current year’s real property tax Securities for Flamingo Las Vegas offering and sale under the securities or Xxxxxx’x Las Vegas, blue sky laws of such states or other jurisdictions as applicable, the proportionate size Agents or the Forward Sellers may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of the RDE Parcel to be released in relation counsel to the entire parcel subject to such real property tax Agents and the anticipated waiting time for issuance Forward Sellers in connection therewith) and the printing and furnishing of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment copies of any such taxes) and blue sky surveys to the Agents, (iv) all requirements the listing of the Securities and Common Shares to be issued under all lawsForward Contracts on the Exchange and any registration thereof under the Exchange Act, statutes(v) any filing for review, rules and regulations any review, of the public offering of the Securities by FINRA (including, without limitation, all zoning including filing fees and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building the reasonable legal fees and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable disbursements of counsel to the Flamingo Las Vegas or Agents, the Xxxxxx’x Las Vegas Forward Sellers and the Forward Purchasers in connection therewith), (vi) the fees and disbursements of counsel to EQR and of EQR’s independent registered public accounting firm, (vii) the reasonable fees and disbursements of counsel to the Agents, the Forward Sellers and the Forward Purchasers, and (viii) the performance of EQR’s other obligations under this Agreement, the Master Forward Confirmation, any Terms Agreement and any Supplemental Confirmation; provided that, except as applicable) necessary to accomplish otherwise agreed with EQR, the lot split/subdivision Agents, the Forward Sellers and the Forward Purchasers shall have been fulfilled;be responsible for any transfer taxes on resale of Securities by it and any costs and expenses associated with the sale and marketing of the Securities other than as specifically provided above.

Intentionally Omitted. (i) Prior Borrower shall submit to Lender an Annual Budget not later than February 15 of each Fiscal Year or, with respect to the transfer and release Fiscal Year in which the Closing Date occurs, within thirty (30) days of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over Closing Date. Subject to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder terms of the Flamingo Las Vegas Management Agreement, at any time during the continuance of an Event of Default of the type set forth in Section 13.01(a) or the Xxxxxx’x Las Vegas (as applicableb) or any other material monetary Event of Default (collectively, "Material Monetary Events of Default"), and a separate assessor parcel number during the continuance of an O&M Operative Period, Borrower shall thereafter be issued submit to Lender for Lender's written approval an Annual Budget not later than February 15 of each Fiscal Year, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the RDE Parcel in question (with Property. In the result that, following event that Lender has the issuance of a separate assessor parcel number for right to approve the RDE Parcel in question, no part of Annual Budget pursuant to the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released)preceding sentence, (iia) the separate assessor parcel number referred to such approval shall not be unreasonably withheld, and in the foregoing clause event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (i15) shall have been applied fordays after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within three (3) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender, (iiib) Mortgage Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate revise the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay same in accordance with the terms process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Agreement Section, then such proposed Annual Budget shall be deemed approved by Lender, (c) until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses and to delete any real property tax exposure non-recurring expenses and (d) in respect of the RDE Parcel event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to be released for any period after the release Lender a reasonably detailed explanation of such RDE Parcel proposed Extraordinary Expense for Lender's approval, which Mortgage Borrower is liable (approval may be granted or denied in Lender's sole and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;absolute discretion.

Intentionally Omitted. (i) Prior C. Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company will be responsible for and will pay all expenses relating to the transfer Placement, including, without limitation, (a) all filing fees and release expenses relating to the registration of the RDE Parcel in question, securities with the Commission; (ib) each applicable municipal authority exercising jurisdiction over all fees and expenses relating to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder listing of the Flamingo Las Vegas Company’s common stock on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part qualification of the remaining Flamingo Las Vegas or securities under the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release “blue sky” securities laws of such RDE Parcel for which Mortgage Borrower is liable (states and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all zoning filing and subdivision lawsregistration fees, setback requirementsand the reasonable fees and disbursements of the Company’s “blue sky” counsel, sideline requirementswhich will be the Placement Agent’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, parking ratio requirementsif applicable; (d) all fees, use requirements, building expenses and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable disbursements relating to the Flamingo Las Vegas registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Placement Agent’s may reasonably designate; (e) the costs of all mailing and printing of the Placement documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; and (g) the fees and expenses of the Company’s accountants; and (h) a maximum of $50,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for EX Xxxxxx’x Las Vegas (as applicable) necessary counsel. The Placement Agent may deduct from the net proceeds of the Placement payable to accomplish the lot split/subdivision Company on the Closing Date the expenses set forth herein to be paid by the Company to the Placement Agent. For the sake of clarity, it is understood and agreed that the Company shall have been fulfilled;be responsible for the Placement Agent’s external counsel legal costs detailed in this Section irrespective of whether the Placement is consummated or not, subject to $40,000 in the event that there is not a closing of the Placement.

Intentionally Omitted. (i) Prior C. Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company will be responsible for and will pay all expenses relating to the transfer Placement, including, without limitation, (a) all filing fees and release expenses relating to the registration of the RDE Parcel in question, securities with the Commission; (ib) each applicable municipal authority exercising jurisdiction over all fees and expenses relating to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder listing of the Flamingo Las Vegas Company’s common stock on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part qualification of the remaining Flamingo Las Vegas or securities under the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release “blue sky” securities laws of such RDE Parcel for which Mortgage Borrower is liable (states and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations other jurisdictions as Placement Agent may reasonably designate (including, without limitation, all zoning filing and subdivision lawsregistration fees, setback requirementsand the reasonable fees and disbursements of the Company’s “blue sky” counsel, sideline requirementswhich will be the Placement Agent’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, parking ratio requirementsif applicable; (d) all fees, use requirements, building expenses and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable disbursements relating to the Flamingo Las Vegas registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the Placement Agent’s may reasonably designate; (e) the costs of all mailing and printing of the Placement documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; and (g) the fees and expenses of the Company’s accountants; and (h) a maximum of $60,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for XX Xxxxxx’x Las Vegas counsel. The Placement Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to the Placement Agent. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Placement Agent’s external counsel legal costs detailed in this Section irrespective of whether the Placement is consummated or not, subject to $35,000 in the event that there is not a closing of the Placement. Additionally, one percent (as applicable1.0%) necessary of the gross proceeds of the Placement shall be provided to accomplish the lot split/subdivision shall have been fulfilled;Placement Agent for non-accountable expenses. The Placement Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent.

Intentionally Omitted. (ic) Prior Beginning January 1, 2005, and continuing on the first day of each month thereafter during the Term, and any extension thereof, Tenant shall pay to Landlord, as Additional Rent, at the transfer and release same time as the monthly installment of Monthly Rental is paid, an amount equal to one-twelfth (1/12th) of Landlord's estimate (as determined by Landlord in its sole discretion) of Tenant's Share of any projected increase in Operating Expenses for the particular calendar year in excess of the RDE Parcel in question, Operating Expense Base (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable"Estimated Escalation Increase"), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, . The Operating Expense Base shall be part of a tax lot which includes the actual Operating Expenses experienced during calendar year 2004. If the Building is not fully occupied during any portion of the RDE Parcel being released)calendar year, (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision lawscalendar year 2004, setback requirementsLandlord shall adjust those Operating Expenses which are affected by Building occupancy for such calendar year, sideline requirementsor portion thereof, parking ratio requirementsas the case may be, use requirementsto reflect an occupancy of not less than ninety-five percent (95%) of the total Net Rentable Area of the Building. In computing the Estimated Escalation Increase for any particular calendar year, building and fire code requirementsLandlord shall take into account any prior increases in Tenant's Share of Operating Expenses. If during any calendar year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous year, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable such Additional Rent payments attributable to the Flamingo Las Vegas Estimated Escalation Increase to be paid by Tenant for the new calendar year shall be decreased accordingly; provided, however, in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rental. If, for any reason, Landlord has not provided Tenant with the Estimated Escalation Increase on or before the Xxxxxx’x Las Vegas first (1st) day of any year during the Term, then, (i) until the first (1st) day of the calendar month following the month in which Tenant is given the Estimated Escalation Increase, Tenant shall continue to pay to Landlord on the first (1st) day of each calendar month the sum, if any, payable by Tenant under this Paragraph for the month of December of the preceding year, and (ii) on the first (1st) day of the month following Tenant's receipt of Landlord's determination of the Estimated Escalation Increase, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12) of the Estimated Escalation Increase as applicableshown on the estimate provided by Landlord, plus an amount equal to the remainder obtained by subtracting the amount theretofore paid by Tenant pursuant to subparagraph (i) necessary to accomplish from that amount obtained by multiplying the lot split/subdivision number of months (exclusive of the month then at hand) occurring since the first day of such year by Tenant's then-correct monthly share of the Estimated Escalation Increase. If such calculation proves that Tenant has overpaid, Landlord shall apply such overpayment as a credit against Tenant's future payment obligations for Additional Rent until such credit is depleted. The foregoing notwithstanding, Landlord shall have been fulfilled;the right from time to time during any year to notify Tenant in writing of any change in Landlord's estimate of the Estimated Escalation Increase, in which event Tenant's payment of the Estimated Escalation Increase, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective and due from Tenant on the first day of the month following Landlord's giving of such notice.

Intentionally Omitted. 7. TRANSFER OF TITLE Purchaser's obligations under this Agreement are contingent upon Purchaser receiving from Seller clear, marketable and insurable fee simple title to the Property, free of any and all unacceptable exceptions to title and all leasehold interests, liens and encumbrances of record or not of record, and with the warranties of Seller subject only to the Permitted Exceptions which also will appear as exceptions in the Policy to be issued pursuant to the section of this Agreement entitled "TITLE EXAMINATION". If Seller fails to meet this obligation, Purchaser may terminate this Agreement and/or exercise any other right Purchaser may have to legal and equitable relief. The Property shall be conveyed by a good and sufficient special warranty deed (i) hereinafter "Deed"), acceptable to Purchaser's counsel, running to Purchaser or Nominee. The Property description to be used in the Deed to Purchaser shall be the platted legal description provided with the Survey (as defined hereinafter). Seller shall pay the cost of any state and documentary stamps to be attached to the Deed in accordance with requirements of all lawful governmental authorities. Seller shall pay the cost for preparation and recordation of the Deed. If Purchaser obtains a loan on the Property, then Purchaser is to pay all expenses incident thereto. Prior to the transfer closing of escrow, Seller shall furnish Escrow Agent Seller's tax identification number and release any other information requested by Escrow Agent in order to comply with any reporting requirements. Seller shall execute and deliver to Escrow Agent, at or prior to closing, a customary seller's affidavit and such other documents as may be reasonably requested by Escrow Agent and/or the title insurer in order to close the purchase and sale and issue the Policy as required in this Agreement. Seller covenants and agrees that, at or prior to closing, Seller shall, at Seller's expense, cause all encumbrances, judgments and other liens against the Property securing indebtedness, except for current year real estate taxes not yet due and payable, any current installments of the RDE Parcel in questionany special assessments, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed and any indebtedness of Purchaser, to be fully released from and discharged of record insofar as they affect or may affect the remainder of the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Xxxxxx’x Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Xxxxxx’x Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Xxxxxx’x Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;Property.