Common use of Convention Center Clause in Contracts

Convention Center. (a) Owner has constructed the Eastside Convention Center upon the Eastside Convention Center Land. Nothing contained herein shall affect or be deemed to affect the Parties’ and their Affiliates’ respective rights and obligations under any of the Other Leases (as such term is defined in the Las Vegas Lease). (b) Notwithstanding anything to the contrary contained herein, during the Lockout Period, Owner shall be prohibited from selling, disposing, conveying or otherwise transferring all or any portion of the Eastside Convention Center Land or permitting the sale, disposition, conveyance or other transfer of any direct or indirect membership, partnership or other equity interest in Owner, including, without limitation, pursuant to a lease of the Eastside Convention Center Land and/or the Eastside Convention Center (other than the granting of any Use Rights) (collectively, “Transfers”), except such prohibition shall not apply to (i) Transfers to Affiliates of Owner, (ii) Transfers to a Person which is not an Affiliate of Owner that acquires (or whose Affiliate acquires) HLV Tenant’s interest in the HLV Property, including, without limitation, any direct or indirect membership, partnership or other equity interest in HLV Tenant so long as, during the Lockout Period, the owner of the Eastside Convention Center Property and the tenant with respect to the HLV Property under the Las Vegas Lease shall be the same Person or Affiliates of each other, or (iii) Transfers (including pursuant to a deed of trust) to VICI or any of its Affiliates; provided, however, the foregoing does not prohibit Owner from granting a deed of trust on any portion of the Eastside Convention Center Property as security for any indebtedness obtained (x) in a bona fide third-party financing that is also secured by a deed of trust on HLV Tenant’s interest in the HLV Property in accordance with the terms of the Las Vegas Lease (provided that a memorandum of this Agreement is recorded in the Xxxxx County real estate records as contemplated in Section 7(m) prior to the execution of each such deed of trust) or (y) from VICI or any Affiliate of VICI.

Convention Center. (a) Owner has constructed and its Affiliates shall have the Eastside right, but not the obligation, to construct a Convention Center anywhere in the Geographical Area, provided, however, during the No-Build Period, neither Owner nor any of Owner’s Affiliates shall construct a new Convention Center (as opposed to expansions of existing Convention Centers existing on the date hereof) anywhere in the Geographical Area unless the Convention Center Construction Conditions with respect to such Convention Center are satisfied. For the avoidance of doubt, this Agreement does not restrict Owner or its Affiliates from building any improvements on the Designated Land and does not require Owner and its Affiliates to build any improvements on the Designated Land. From and after the No-Build Period, the Convention Center Construction Conditions shall cease and Owner and its Affiliates shall have the right, but not the obligation, to construct any Convention Center in the Geographical Area without restriction, but subject to and upon the Eastside Convention Center Landother terms and conditions of this Agreement including, without limitation, VICI’s Call Right. Nothing contained herein shall affect or be deemed to affect the Parties’ and their Affiliates’ respective rights and obligations under under: (i) that certain Right of First Refusal Agreement dated as of October 6, 2017, between Caesars Entertainment Corporation, a Delaware corporation, and VICI Properties L.P., a Delaware limited partnership, as modified by that certain Amended and Restated ROFR (as such term is defined in the HLV Property PSA), or (ii) any of the Other Existing Leases (as such term is defined in the Las Vegas HLV Lease). (b) Notwithstanding anything to the contrary contained herein, during the Lockout Period, Owner shall be prohibited from selling, disposing, conveying or otherwise transferring all or any portion of the Eastside Convention Center Land or permitting the sale, disposition, conveyance or other transfer of any direct or indirect membership, partnership or other equity interest in Owner, including, without limitation, pursuant to a lease of the Eastside Convention Center Designated Land and/or the Eastside Convention Center (other than the granting of any Use Rights) (collectively, “Transfers”), except such prohibition shall not apply to (i) Transfers to Affiliates of Owner, Owner or (ii) Transfers to a Person which is not an Affiliate of Owner that acquires (or whose Affiliate acquires) HLV Tenant’s interest in the HLV Property, including, without limitation, any direct or indirect membership, partnership or other equity interest in HLV Tenant so long as, as during the Lockout Period, the owner of the Eastside Convention Center Property and the tenant with respect to of the HLV Property under the Las Vegas Lease shall be the same Person or Affiliates of each other, or (iii) Transfers (including pursuant to a deed of trust) to VICI or any of its Affiliates; provided, however, the foregoing does not prohibit Owner from granting a deed of trust on any portion of the Eastside Convention Center Property as security for any indebtedness obtained (x) in a bona fide third-party financing that is also secured by a deed of trust on HLV Tenant’s interest in the HLV Property in accordance with the terms of the Las Vegas Lease (HLV Lease; provided that a memorandum of this Agreement is recorded in the Xxxxx County real estate records as contemplated in pursuant to Section 7(m) prior to the execution of each such deed of trust) . Nothing in this Agreement prohibits Parcel 1 Owner and Parcel 2 Owner from merging with each other or (y) from VICI transferring the Eastside Convention Center Land or any Affiliate of VICIportion thereof between Parcel 1 Owner and Parcel 2 Owner.

Convention Center. (a) Owner has constructed the Eastside Convention Center upon the Eastside Convention Center Land. Nothing contained herein shall affect or be deemed to affect the Parties’ and their Affiliates’ respective rights and obligations under any of the Other Leases (as such term is defined in the Las Vegas Lease). (b) Notwithstanding anything to the contrary contained herein, during the Lockout Period, Owner shall be prohibited from selling, disposing, conveying or otherwise transferring all or any portion of the Eastside Convention Center Land or permitting the sale, disposition, conveyance or other transfer of any direct or indirect membership, partnership or other equity interest in Owner, including, without limitation, pursuant to a lease of the Eastside Convention Center Land and/or the Eastside Convention Center (other than the granting of any Use Rights) (collectively, “Transfers”), except such prohibition shall not apply to (i) Transfers to Affiliates of Owner, (ii) Transfers to a Person which is not an Affiliate of Owner that acquires (or whose Affiliate acquires) HLV Tenant’s interest in the HLV Property, including, without limitation, any direct or indirect membership, partnership or other equity interest in HLV Tenant so long as, during the Lockout Period, the owner of the Eastside Convention Center Property and the tenant with respect to the HLV Property under the Las Vegas Lease shall be the same Person or Affiliates of each other, or (iii) Transfers (including pursuant to a deed of trust) to VICI or any of its Affiliates; provided, however, the foregoing does not prohibit Owner from granting a deed of trust on any portion of the Eastside Convention Center Property as security for any indebtedness obtained (x) in a bona fide third-party financing that is also secured by a deed of trust on HLV Tenant’s interest in the HLV Property in accordance with the terms of the Las Vegas Lease (Lease; provided that a memorandum of this Agreement is recorded in the Xxxxx County real estate records as contemplated in Section 7(m) prior to the execution of each such deed of trust) or (y) from VICI or any Affiliate of VICI.

Convention Center. (a) Owner has constructed and its Affiliates shall have the Eastside right, but not the obligation, to construct a Convention Center anywhere in the Geographical Area, provided, however, during the No-Build Period, neither Owner nor any of Owner’s Affiliates shall construct a new Convention Center (as opposed to expansions of existing Convention Centers existing on the date hereof) anywhere in the Geographical Area unless the Convention Center Construction Conditions with respect to such Convention Center are satisfied. For the avoidance of doubt, this Agreement does not restrict Owner or its Affiliates from building any improvements on the Designated Land and does not require Owner and its Affiliates to build any improvements on the Designated Land. From and after the No-Build Period, the Convention Center Construction Conditions shall cease and Owner and its Affiliates shall have the right, but not the obligation, to construct any Convention Center in the Geographical Area without restriction, but subject to and upon the Eastside Convention Center Landother terms and conditions of this Agreement including, without limitation, VICI’s Call Right. Nothing contained herein shall affect or be deemed to affect the Parties’ and their Affiliates’ respective rights and obligations under under: (i) that certain Amended and Restated Right of First Refusal Agreement dated as of October 6, 2017, between Caesars Entertainment Corporation, a Delaware corporation, and VICI Properties L.P., a Delaware limited partnership, as modified by that certain Amended and Restated ROFR (as such term is defined in the HLV Property PSA), or (ii) any of the Other Existing Leases (as such term is defined in the Las Vegas HLV Lease). (b) Notwithstanding anything to the contrary contained herein, during the Lockout Period, Owner shall be prohibited from selling, disposing, conveying or otherwise transferring all or any portion of the Eastside Convention Center Land or permitting the sale, disposition, conveyance or other transfer of any direct or indirect membership, partnership or other equity interest in Owner, including, without limitation, pursuant to a lease of the Eastside Convention Center Designated Land and/or the Eastside Convention Center (other than the granting of any Use Rights) (collectively, “Transfers”), except such prohibition shall not apply to (i) Transfers to Affiliates of Owner, Owner or (ii) Transfers to a Person which is not an Affiliate of Owner that acquires (or whose Affiliate acquires) HLV Tenant’s interest in the HLV Property, including, without limitation, any direct or indirect membership, partnership or other equity interest in HLV Tenant so long as, as during the Lockout Period, the owner of the Eastside Convention Center Property and the tenant with respect to of the HLV Property under the Las Vegas Lease shall be the same Person or Affiliates of each other, or (iii) Transfers (including pursuant to a deed of trust) to VICI or any of its Affiliates; provided, however, the foregoing does not prohibit Owner from granting a deed of trust on any portion of the Eastside Convention Center Property as security for any indebtedness obtained (x) in a bona fide third-party financing that is also secured by a deed of trust on HLV Tenant’s interest in the HLV Property in accordance with the terms of the Las Vegas Lease (HLV Lease; provided that a memorandum of this Agreement is recorded in the Xxxxx County real estate records as contemplated in pursuant to Section 7(m) prior to the execution of each such deed of trust) . Nothing in this Agreement prohibits Parcel 1 Owner and Parcel 2 Owner from merging with each other or (y) from VICI transferring the Eastside Convention Center Land or any Affiliate of VICIportion thereof between Parcel 1 Owner and Parcel 2 Owner.

Convention Center. (a) Owner has constructed the Eastside Convention Center upon the Eastside Convention Center Land. Nothing contained herein shall affect or be deemed to affect the Parties’ and their Affiliates’ respective rights and obligations under any of the Other Leases (as such term is defined in the Las Vegas Lease). (b) Notwithstanding anything to the contrary contained herein, during the Lockout Period, Owner shall be prohibited from selling, disposing, conveying or otherwise transferring all or any portion of the Eastside Convention Center Land or permitting the sale, disposition, conveyance or other transfer of any direct or indirect membership, partnership or other equity interest in Owner, including, without limitation, pursuant to a lease of the Eastside Convention Center Land and/or the Eastside Convention Center (other than the granting of any Use Rights) (collectively, “Transfers”), except such prohibition shall not apply to (i) Transfers to Affiliates of Owner, (ii) Transfers to a Person which is not an Affiliate of Owner that acquires (or whose Affiliate acquires) HLV Tenant’s interest in the HLV Property, including, without limitation, any direct or indirect membership, partnership or other equity interest in HLV Tenant so long as, during the Lockout Period, the owner of the Eastside Convention Center Property and the tenant with respect to the HLV Property under the Las Vegas Lease shall be the same Person or Affiliates of each other, or (iii) Transfers (including pursuant to a deed of trust) to VICI or any of its Affiliates; provided, however, the foregoing does not prohibit Owner from granting a deed of trust on any portion of the Eastside Convention Center Property as security for any indebtedness obtained (x) in a bona fide third-third- party financing that is also secured by a deed of trust on HLV Tenant’s interest in the HLV Property in accordance with the terms of the Las Vegas Lease (Lease; provided that a memorandum of this Agreement is recorded in the Xxxxx County real estate records as contemplated in Section 7(m) prior to the execution of each such deed of trust) or (y) from VICI or any Affiliate of VICI.