Common use of Issue Clause in Contracts

Issue. The Second Lien Notes in an amount set forth in the Restructuring Term Sheet will be issued under and have the benefit of an indenture and security documentation typical and customary in the case of second lien senior secured notes issued pursuant to an exit financing (the “Second Lien Propco Documentation”), and which shall (x) take into consideration (i) the indenture for the second-priority senior secured notes issued on October 11, 2013 by Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., Xxxxxx’x Atlantic City Holding, Inc., Xxxxxx’x Las Vegas, LLC, Xxxxxx’x Xxxxxxxx, LLC, Flamingo Las Vegas Holding, LLC, Paris Las Vegas Holding, LLC, Rio Properties, LLC (the “CERP Second Lien Indenture”), (ii) the operational requirements of the Issuer and its subsidiaries, their capital structure and size after giving effect to the transactions contemplated by the Restructuring Term Sheet, and (iii) the operating lease structure and the REIT structure of the Issuer and its subsidiaries after giving effect to the transactions contemplated by the Restructuring Term Sheet, (y) contain the terms set forth herein; provided that, in the case of provisions setting forth the debt and lien capacity, the Second Lien Propco Documentation shall be based on and consistent with the CERP Second Lien Indenture as modified to reflect the terms set forth herein and (z) in all cases be reasonably satisfactory to the Borrower and the Requisite Consenting Creditors (clauses (x), (y) and (z), the “Propco Second Lien Notes Documentation Principles”).

Issue. The Second First Lien Notes in an amount set forth in the Restructuring Term Sheet will be issued under and have the benefit of an indenture and security documentation typical and customary in the case of second first lien senior secured notes issued pursuant to an exit financing (the “Second First Lien Propco Documentation”), and which shall (x) take into consideration (i) the indenture for the secondfirst-priority senior secured notes issued on October 11, 2013 by Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., Xxxxxx’x Atlantic City Holding, Inc., Xxxxxx’x Las Vegas, LLC, Xxxxxx’x Xxxxxxxx, LLC, Flamingo Las Vegas Holding, LLC, Paris Las Vegas Holding, LLC, Rio Properties, LLC (the “CERP Second First Lien Indenture”), (ii) the operational requirements of the Issuer and its subsidiaries, their capital structure and size after giving effect to the transactions contemplated by the Restructuring Term Sheet, and (iii) the operating lease structure and the REIT structure of the Issuer and its subsidiaries after giving effect to the transactions contemplated by the Restructuring Term Sheet, (y) contain the terms set forth herein; provided that, in the case of provisions setting forth the debt and lien capacity, the Second First Lien Propco Documentation shall be based on and consistent with the CERP Second First Lien Indenture as modified to reflect the terms set forth herein and (z) in all cases be reasonably satisfactory to the Borrower and the Requisite Consenting Creditors (clauses (x), (y) and (z), the “Propco Second First Lien Notes Documentation Principles”).

Issue. The Second First Lien Notes in an amount set forth in the Restructuring Term Sheet will be issued under and have the benefit of an pursuant to definitive documentation which shall be based on indenture and security documentation typical and customary in the case of second first lien senior secured notes issued pursuant to an exit financing (the “Second First Lien Propco Opco Documentation”), and ) which shall (x) take into consideration (i) the indenture for the secondfirst-priority senior secured notes issued on October 11, 2013 by Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., Xxxxxx’x Atlantic City Holding, Inc., Xxxxxx’x Las Vegas, LLC, Xxxxxx’x Xxxxxxxx, LLC, Flamingo Las Vegas Holding, LLC, Paris Las Vegas Holding, LLC, Rio Properties, LLC (the “CERP Second First Lien Indenture”), (ii) the operational requirements of the Issuer and its subsidiaries, their capital structure and size after giving effect to the transactions contemplated by the Restructuring Term Sheet, and (iii) the operating lease structure and the REIT structure of the Issuer and its subsidiaries after giving effect to the transactions contemplated by the Restructuring Term Sheet, (y) contain the terms set forth herein, and (z) in all cases be reasonably satisfactory to the Borrower and the Requisite Consenting Creditors; provided that, in the case of provisions setting forth the debt and lien capacity, the Second First Lien Propco Opco Documentation shall be based on and consistent with the CERP Second First Lien Indenture as modified to reflect the terms set forth herein and (z) in all cases be reasonably satisfactory to the Borrower and the Requisite Consenting Creditors (clauses (x), (y) and (z), the “Propco Second Lien Notes Documentation Principles”).Opco First

Issue. The Second First Lien Notes in an amount set forth in the Restructuring Term Sheet will be issued under and have the benefit of an indenture and security documentation typical and customary in the case of second first lien senior secured notes issued pursuant to an exit financing (the “Second Lien Propco Documentation”)financing, and which shall (x) take taking into consideration (i) the indenture for the secondfirst-priority senior secured notes issued on October 11, 2013 by Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., Xxxxxx’x Atlantic City Holding, Inc., Xxxxxx’x Las Vegas, LLC, Xxxxxx’x Xxxxxxxx, LLC, Flamingo Las Vegas Holding, LLC, Paris Las Vegas Holding, LLC, Rio Properties, LLC (the “CERP Second First Lien Indenture”), ) and (ii) the operational requirements operating lease structure of the Issuer and its subsidiaries, their capital structure and size after giving effect otherwise be reasonably satisfactory to the transactions contemplated by the Restructuring Term Sheet, and (iii) the operating lease structure and the REIT structure of the Issuer and its subsidiaries after giving effect to the transactions contemplated by Requisite Consenting Creditors (the Restructuring Term Sheet, (y) contain the terms set forth herein“Documentation Precedent”); provided that, in the case of provisions setting forth the debt and lien capacity, the Second Lien Propco Documentation indenture shall be based on and consistent with the CERP Second First Lien Indenture Indenture, as modified to reflect the terms set forth herein and (z) in all cases be reasonably satisfactory herein. In accordance with the Restructuring Term Sheet, the Issuer shall use its commercially reasonable efforts to syndicate the First Lien Notes to the Borrower and market at or below the Requisite Consenting Creditors (clauses (x)interest rates set forth herein and, (y) and (z)to the extent so syndicated, the “Propco Second cash proceeds will be used to increase the cash payments to the First Lien Notes Documentation Principles”)Noteholders pursuant to the terms of the Restructuring Term Sheet.

Issue. The Second Lien Notes in an amount set forth in the Restructuring Term Sheet will be issued under and have the benefit of an pursuant to definitive documentation which shall be based on indenture and security documentation typical and customary in the case of second lien senior secured notes issued pursuant to an exit financing (the “Second Lien Propco Opco Documentation”), and which shall (x) take into consideration (i) the indenture for the second-priority senior secured notes issued on October 11, 2013 by Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., Xxxxxx’x Atlantic City Holding, Inc., Xxxxxx’x Las Vegas, LLC, Xxxxxx’x Xxxxxxxx, LLC, Flamingo Las Vegas Holding, LLC, Paris Las Vegas Holding, LLC, Rio Properties, LLC (the “CERP Second Lien Indenture”), (ii) the operational requirements of the Issuer and its subsidiaries, their capital structure and size after giving effect to the transactions contemplated by the Restructuring Term Sheet, and (iii) the operating lease structure and the REIT structure of the Issuer and its subsidiaries after giving effect to the transactions contemplated by the Restructuring Term Sheet, (y) contain the terms set forth herein, and (z) in all cases be reasonably satisfactory to the Borrower and the Requisite Consenting Creditors; provided that, in the case of provisions setting forth the debt and lien capacity, the Second Lien Propco Opco Documentation shall be based on and consistent with the CERP Second Lien Indenture as modified to reflect the terms set forth herein and (z) in all cases be reasonably satisfactory to the Borrower and the Requisite Consenting Creditors (clauses (x), (y) and (z), the “Propco Opco Second Lien Notes Documentation Principles”).

Issue. The Second First Lien Notes in an amount set forth in the Restructuring Term Sheet will be issued under and have the benefit of an indenture and security documentation typical and customary in the case of second first lien senior secured notes issued pursuant to an exit financing (the “Second Lien Propco Documentation”)financing, and which shall (x) take taking into consideration (i) the indenture for the secondfirst-priority senior secured notes issued on October 11, 2013 by Caesars Entertainment Resort Properties, LLC, Caesars Entertainment Resort Properties Finance, Inc., Xxxxxx’x Atlantic City Holding, Inc., Xxxxxx’x Las Vegas, LLC, Xxxxxx’x Xxxxxxxx, LLC, Flamingo Las Vegas Holding, LLC, Paris Las Vegas Holding, LLC, Rio Properties, LLC (the “CERP Second First Lien Indenture”), ) and (ii) the operational requirements of the Issuer and its subsidiaries, their capital structure and size after giving effect to the transactions contemplated by the Restructuring Term Sheet, and (iii) the operating lease structure and the REIT structure of the Issuer and its subsidiaries after giving effect to (the transactions contemplated by the Restructuring Term Sheet, (y) contain the terms set forth herein“Documentation Precedent”); provided that, in the case of provisions setting forth the debt and lien capacity, the Second Lien Propco Documentation indenture shall be based on and consistent with the CERP Second First Lien Indenture Indenture, as modified to reflect the terms set forth herein and (z) in all cases be reasonably satisfactory herein. In accordance with the Restructuring Term Sheet, the Issuer shall use its commercially reasonable efforts to syndicate the First Lien Notes to the Borrower and market at or below the Requisite Consenting Creditors (clauses (x)interest rates set forth herein and, (y) and (z)to the extent so syndicated, the “Propco Second cash proceeds will be used to increase the cash payments to the First Lien Notes Documentation Principles”)Noteholders pursuant to the terms of the Restructuring Term Sheet.