Common use of Landlord’s Right of First Refusal Clause in Contracts

Landlord’s Right of First Refusal. Prior to consummating a transaction whereby Tenant or any of its affiliates (including CEC or any of its affiliates) (provided, however, that this provision will not apply if the MLSA has been terminated by Propco or, with Propco’s consent, CEC (or an affiliate thereof) is otherwise no longer managing the Facilities) will own, operate or develop a domestic (U.S.) gaming facility outside of Las Vegas, Nevada (either existing prior to such date or to be developed) that is not subject to a lease or management agreement in favor a third-party operator that was not entered into in contemplation of such acquisition or development, Tenant shall notify Landlord of the subject opportunity. Landlord shall have the right to own such facility and lease it to Tenant, and if Landlord exercises such right then Tenant and Landlord will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to Tenant (and be managed by Manager). In such event, Tenant and Landlord shall amend the Lease by (i) adding the additional property as Leased Property, (ii) increasing Rent by the Allocated Rent Amount with respect to such property and (iii) incorporating such other terms that Tenant and Landlord have agreed to. In the event that Landlord declines its right to own the facility, Tenant (or an affiliate thereof) shall have the right to consummate the subject transaction without Landlord’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Landlord for consummating such transaction. Further, in the event Landlord declines its right to own such facility, the Lease shall provide for similar terms as those provided in the Penn Gaming lease with respect to any such facilities which are located outside of Las Vegas, Nevada and within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV Facilities. The mechanics and timing of applicable notices in respect of, and the exercise of, Landlord’s ROFR will be more particularly set forth in the Lease. Permitted Use Tenant shall use the Leased Property for hotel, gaming, entertainment, conference, retail and other uses consistent with its current use, or with prevailing industry use. Landlord Sale of Properties Landlord may sell, without Tenant consent in each instance, any or all of the Facilities, upon the following terms: (i) the purchaser shall enter into a severance lease with Tenant for the sold Facility(ies) on substantially the same terms as contained in the applicable Lease, with an appropriate rent adjustment; (ii) the applicable Lease shall be modified as necessary to reflect the removal of the applicable Facility(ies), including, without limitation, an adjustment to the Rent thereunder so as to preserve the same economics following the entry into such severance lease; and (iii) CEC and Manager shall enter into a new MLSA with respect to the severance lease on terms substantially similar to CEC’s obligations with respect to the MLSA with respect to the Leases. The Leases shall not be cross-defaulted with any such severance lease. Each Lease shall survive any such assignment or transfer by Landlord and the successor Landlord shall become a party thereto. If the partnership (as opposed to the spin-off) structure is used, Landlord’s right to sell the Facilities as described above shall be subject to compliance with a customary Tax Protection Agreement protecting CEOC from adverse tax consequences resulting from asset sales or repayment of debt below certain thresholds. Assignment by Tenant Tenant will not have the right to directly assign portions of the Lease, however, the following assignments will be permitted, as well as others of a similar nature:

Landlord’s Right of First Refusal. Prior Without regard to consummating a transaction whereby Tenant or any the limitations of its affiliates (including CEC or any of its affiliates) (provided, however, that this provision will not apply if the MLSA has been terminated by Propco or, with Propco’s consent, CEC (or an affiliate thereof) is otherwise no longer managing the Facilities) will own, operate or develop a domestic (U.S.) gaming facility outside of Las Vegas, Nevada (either existing prior to such date or to be developed) that is not subject to a lease or management agreement in favor a third-party operator that was not entered into in contemplation of such acquisition or developmentSection 2 above, Tenant shall notify Landlord of the subject opportunity. hereby grants to and acknowledges that Landlord shall have the a right of first refusal to own such facility and lease it to Tenant, and if Landlord exercises such right then purchase that certain tract of land consisting of approximately eighteen (18) acres owned by Tenant and Landlord will structure such transaction in a manner that allows located adjacent to the subject property to be Leased Premises, comprising all of the remaining undeveloped land owned by Landlord and leased to Tenant (and be managed by Manager). In such event, Tenant and Landlord shall amend the Lease by (i) adding the additional property as Leased Property, (ii) increasing Rent by the Allocated Rent Amount with respect to such property and (iii) incorporating such other terms that Tenant and Landlord have agreed toat Brookside Office Park. In the event that Tenant shall receive a bona fide offer to sell/purchase or intends to sell the land to any bona fide third party or related entity, Tenant shall first provide notice to Landlord declines (“Tenant’s Notice”). Landlord shall have fifteen (15) days from receipt of Tenant’s Notice to elect to exercise its right to own purchase the facility, Tenant (or an affiliate thereof) shall have the right to consummate the subject transaction without Landlordland in accordance with its terms set forth in Tenant’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Landlord for consummating such transaction. Further, in the event Landlord declines its right to own such facility, the Lease shall provide for similar terms as those provided in the Penn Gaming lease with respect to any such facilities which are located outside of Las Vegas, Nevada and within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV FacilitiesNotice. The mechanics terms associated with such purchase including the purchase price per acre and timing of applicable notices in respect of, and the exercise of, Landlord’s ROFR will closing thereof shall be more particularly set forth in Tenant’s Notice. Notwithstanding the Leaseforegoing, Tenant acknowledges that if Tenant elects to develop the land for its own behalf, Landlord (or a related entity) shall be invited to bid in its capacity as general contractor to construct such facility. Permitted Use Tenant shall use Notwithstanding the Leased Property for hotelforegoing, gaming, entertainment, conference, retail Landlord acknowledges and other uses consistent with its current use, or with prevailing industry use. Landlord Sale agrees that title to the subject eighteen (18) acres is to be transferred to the Development Authority of Properties Landlord may sell, without Tenant consent in each instance, any or all Xxxxxx County as part of the Facilities, upon the following terms: (i) the purchaser shall enter into a severance lease with Tenant for the sold Facility(ies) on substantially the same terms as contained in the applicable Lease, with an appropriate rent adjustment; (ii) the applicable Lease shall be modified as necessary to reflect the removal of the applicable Facility(ies), including, without limitation, an adjustment to the Rent thereunder so as to preserve the same economics following the entry into Program and that such severance lease; and (iii) CEC and Manager shall enter into a new MLSA with respect to the severance lease on terms substantially similar to CEC’s obligations with respect to the MLSA with respect to the Leases. The Leases transfer shall not be cross-defaulted with any such severance lease. Each Lease shall survive any such assignment or transfer by Landlord and deemed to be a sale for the successor Landlord shall become a party thereto. If the partnership (as opposed to the spin-off) structure is used, purposes of Landlord’s right to sell the Facilities as described above shall be subject to compliance with a customary Tax Protection Agreement protecting CEOC from adverse tax consequences resulting from asset sales or repayment Right of debt below certain thresholds. Assignment by Tenant Tenant will not have the right to directly assign portions of the Lease, however, the following assignments will be permitted, as well as others of a similar nature:First Refusal set forth above.