Common use of Payment of Taxes and Claims; Tax Consolidation Clause in Contracts

Payment of Taxes and Claims; Tax Consolidation. (A) The Borrowers will, and will cause each of their Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) (a) the amount required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance with Section 5.5 of the Disbursement Agreement and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Date. (B) The Borrowers will not, nor will they permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian or any of their Subsidiaries) unless the Borrowers and their Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to the Administrative Agent. (C) If and to the extent that LVSI, Venetian or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian or any Restricted Subsidiary with respect to Taxes that are attributable to the income of either of the Borrowers or any of their Subsidiaries (including in connection with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”), then the Borrowers shall be entitled to reimburse LVSI, Venetian or such Restricted Subsidiary for such Phase II Mall Borrower Taxes.

Payment of Taxes and Claims; Tax Consolidation. (A) The Each of the ---------------------------------------------- Borrowers willshall, and will shall cause each of their such Borrower's Subsidiaries to, pay (a) all material Taxestaxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its incomefranchises, businesses business, income or franchises Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (b) all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of its properties such Borrower's or such Subsidiary's Property or ------------ assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided provided, however, that no such charge taxes, assessments and -------- ------- governmental charges referred to in clause (a) above or claim need claims referred to in ---------- clause (b) above are required to be paid if it is being contested in good faith by ---------- such Borrower or such Subsidiary, as the case may be, by appropriate proceedings promptly diligently instituted and diligently conductedconducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, so long if any, as (1) (a) the amount shall be required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance conformity with Section 5.5 of the Disbursement Agreement and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers GAAP shall have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Date. (B) The Borrowers will notbeen made therefor. No Borrower shall, nor will they shall any Borrower permit any of their such Borrower's Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian or any of their the Company and its Subsidiaries) unless the Borrowers and their Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to the Administrative Agent). (C) If and to the extent that LVSI, Venetian or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian or any Restricted Subsidiary with respect to Taxes that are attributable to the income of either of the Borrowers or any of their Subsidiaries (including in connection with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”), then the Borrowers shall be entitled to reimburse LVSI, Venetian or such Restricted Subsidiary for such Phase II Mall Borrower Taxes.

Payment of Taxes and Claims; Tax Consolidation. (A) A. The Borrowers will, and will cause each of their Restricted Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) (a) the amount such reserve or other appropriate provision, if any, as shall be required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance conformity with Section 5.5 of the Disbursement Agreement GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Date.claim. 105 (B) B. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian Borrowers or any of their Restricted Subsidiaries) unless the Borrowers and their Restricted Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to the Administrative Agent. (C) C. If and to the extent that LVSI, Venetian any Borrower or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian a Borrower or any Restricted Subsidiary with respect to Taxes that are attributable to the income either Phase II Mall Borrower or any Subsidiary of either of the Borrowers or any of their Subsidiaries Phase II Mall Borrower (including in connection with the Phase II Mall Sale) (“Phase "PHASE II Mall Borrower Taxes”MALL BORROWER TAXES"), then the Borrowers shall be entitled will promptly cause (i) such Phase II Mall Borrower or Subsidiary thereof, (ii) any other Excluded Subsidiary, or (iii) LVSC to reimburse LVSI, Venetian such Borrower or such Restricted Subsidiary for such Phase II Mall Borrower Taxes; PROVIDED, however, that such reimbursement shall not be required to the extent that the amount of such reimbursement is treated as an Investment permitted under subsections 7.3 (vii), (viii), (xiii), (xiv), (xv) or (xvi).

Payment of Taxes and Claims; Tax Consolidation. (A) The Borrowers willEach Borrower shall, and will shall cause each of their Subsidiaries Borrower Subsidiary to, pay (a) all material Taxestaxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its properties Property or assets or in respect of any of its incomefranchises, businesses business, income or franchises before any Property within five days upon Knowledge that a penalty accrues or interest has accrued thereon, and (b) all material claims Claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that less than or equal to $2,000,000 which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of its properties any Borrower’s or Borrower Subsidiary’s Property or assets, prior to the time when within five days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted . Each Borrower shall, and diligently conductedshall cause each Borrower Subsidiary to, so long as (1) pay (a) on the amount required day when due, all taxes, assessments and other governmental charges greater than $2,000,000 imposed upon it or on any of its Property or assets or in order to pay such charge respect of any of its franchises, business, income or claim is included in the Project Budget as a Line Item Property, and (b) the Borrowers are in compliance with Section 5.5 of the Disbursement Agreement all Claims (including, without limitation, claims for labor, services, materials and (2supplies) in the case of a charge or claim for sums greater than $2,000,000 which has have become due and payable and which by law have or may become a Lien against (other than a Lien permitted by Section 9.03) upon any of any Borrower’s or Borrower Subsidiary’s Property or assets. Notwithstanding the Collateralpreceding sentences, any Borrower or Borrower Subsidiary shall have the right to contest in good faith the validity or amount of any such taxes or claims by proper proceedings timely instituted, and may permit the taxes or claims to be contested to remain unpaid during the period of such contest proceedings conclusively operate if (i) it diligently prosecutes such contest, (ii) it makes adequate provision in conformity with GAAP with respect to stay the sale contested items, and (iii) during the period of such contest, the enforcement and ability of any portion taxing authority to force payment of any contested item or to impose a Lien with respect thereto is effectively stayed. Each Borrower shall promptly pay or cause to be paid any valid judgment enforcing any such taxes and cause the Collateral same to satisfy such charge be satisfied of record. No Borrower will, or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Date. (B) The Borrowers will not, nor will they permit any of their Subsidiaries Borrower Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian or any of their Subsidiaries) unless the Borrowers its parent and their its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory pursuant to the Administrative AgentTax Sharing Agreement or otherwise. (C) If and to the extent that LVSI, Venetian or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian or any Restricted Subsidiary with respect to Taxes that are attributable to the income of either of the Borrowers or any of their Subsidiaries (including in connection with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”), then the Borrowers shall be entitled to reimburse LVSI, Venetian or such Restricted Subsidiary for such Phase II Mall Borrower Taxes.

Payment of Taxes and Claims; Tax Consolidation. (A) The Borrowers willEach Borrower shall, and will shall cause each of their Subsidiaries Borrower Subsidiary to, pay (a) all material Taxestaxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its properties Property or assets or in respect of any of its incomefranchises, businesses business, income or franchises before any Property within five days upon Knowledge that a penalty accrues or interest has accrued thereon, and (b) all material claims Claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that less than or equal to $2,000,000 which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of its properties any Borrower's or Borrower Subsidiary's Property or assets, prior to the time when within fifteen days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted . Each Borrower shall, and diligently conductedshall cause each Borrower Subsidiary to, so long as (1) pay (a) on the amount required day when due, all taxes, assessments and other governmental charges greater than $2,000,000 imposed upon it or on any of its Property or assets or in order to pay such charge respect of any of its franchises, business, income or claim is included in the Project Budget as a Line Item Property, and (b) the Borrowers are in compliance with Section 5.5 of the Disbursement Agreement all Claims (including, without limitation, claims for labor, services, materials and (2supplies) in the case of a charge or claim for sums greater than $2,000,000 which has have become due and payable and which by law have or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Date. (B) The Borrowers will not, nor will they permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian or a Lien permitted by Section 9.03) upon any of their Subsidiaries) unless any Borrower's or Borrower Subsidiary's Property or assets. Notwithstanding the Borrowers and their Subsidiaries preceding sentences, any Borrower or Borrower Subsidiary shall have entered intothe right to contest in good faith the validity or amount of any such taxes or claims by proper proceedings timely instituted, a tax sharing agreement and may permit the taxes or claims to be contested to remain unpaid during the period of such contest if (i) it diligently prosecutes such contest, (ii) it makes adequate provision in conformity with such Person, in form and substance satisfactory to the Administrative Agent. (C) If and to the extent that LVSI, Venetian or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian or any Restricted Subsidiary GAAP with respect to Taxes that are attributable the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to the income force payment of either any contested item or to impose a Lien (other than any Customary Permitted Lien as defined in clause (a) of the Borrowers or any of their Subsidiaries (including in connection definition thereof) with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”), then the Borrowers shall be entitled to reimburse LVSI, Venetian or such Restricted Subsidiary for such Phase II Mall Borrower Taxesrespect thereto is effectively stayed.

Payment of Taxes and Claims; Tax Consolidation. (A) A. The Borrowers will, and will cause each of their Restricted Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) (a) the amount such reserve or other appropriate provision, if any, as shall be required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance conformity with Section 5.5 of the Disbursement Agreement GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Dateclaim. (B) B. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian Borrowers or any of their Restricted Subsidiaries) unless the Borrowers and their Restricted Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to the Administrative Agent. (C) C. If and to the extent that LVSI, Venetian any Borrower or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian a Borrower or any Restricted Subsidiary with respect to Taxes that are attributable to the income either Phase II Mall Borrower or any Subsidiary of either of the Borrowers or any of their Subsidiaries Phase II Mall Borrower (including in connection with the Phase II Mall Sale) (“"Phase II Mall Borrower Taxes”"), then the Borrowers shall be entitled will promptly cause (i) such Phase II Mall Borrower or Subsidiary thereof, (ii) any other Excluded Subsidiary, or (iii) Holdco to reimburse LVSI, Venetian such Borrower or such Restricted Subsidiary for such Phase II Mall Borrower Taxes.

Payment of Taxes and Claims; Tax Consolidation. (A) A. The Borrowers Company will, and will cause each of their Subsidiaries other Loan Party to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) (a) the amount such reserves or other appropriate provisions, if any, as shall be required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance conformity with Section 5.5 of the Disbursement Agreement GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Dateclaim. (B) B. The Borrowers Company will not, nor will they it permit any of their Subsidiaries other Loan Party to, file or consent to the filing of any combined, unitary or consolidated income tax Tax return with any Person (other than LVSI, Venetian or any of their Subsidiariesa Loan Party) unless the Borrowers and their Subsidiaries Company and/or each other Loan Party, as applicable, shall have entered into, a tax sharing agreement with such Person, in form and substance reasonably satisfactory to the Administrative Agent. (CC. The Company shall use commercially reasonable efforts to minimize the Section 951(a) Income generated by the operations of the Loan Parties. D. If and to the extent that LVSI, Venetian the Company or any Restricted Subsidiary other Loan Party makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian the Company or any Restricted Subsidiary another Loan Party with respect to Taxes that are attributable to the income of either of the Borrowers an Excluded Subsidiary or any of their Subsidiaries (including in connection with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”)Subsidiary thereof, then the Borrowers shall be entitled Company will promptly cause such Excluded Subsidiary to reimburse LVSI, Venetian the Company or such Restricted Subsidiary other Loan Party for such Phase II Mall Borrower Taxes; provided, however, that such reimbursement shall not be required to the extent that the amount of such reimbursement is treated as an Investment permitted under subsections 7.3 (vii), (viii), (x), (xi), (xiv), (xv), (xvi) or (xviii).

Payment of Taxes and Claims; Tax Consolidation. (A) A. The Borrowers will, and will cause each of their Restricted Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) (a) the amount such reserve or other appropriate provision, if any, as shall be required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance conformity with Section 5.5 of the Disbursement Agreement GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale or other disposition of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Dateclaim. (B) B. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian Borrowers or any of their Restricted Subsidiaries) unless the Borrowers and their Restricted Subsidiaries shall have entered into, a into the Tax Sharing Agreement or another tax sharing agreement with such Person, in form and substance satisfactory to the Administrative Agent. (C) C. If and to the extent that LVSI, Venetian any Borrower or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian a Borrower or any Restricted Subsidiary with respect to Taxes that are attributable to the income either Phase II Mall Borrower or any Subsidiary of either of the Borrowers or any of their Subsidiaries Phase II Mall Borrower (including in connection with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”), then the Borrowers shall be entitled will promptly cause (i) such Phase II Mall Borrower or Subsidiary thereof, (ii) any other Excluded Subsidiary, or (iii) LVSC to reimburse LVSI, Venetian such Borrower or such Restricted Subsidiary for such Phase II Mall Borrower Taxes; provided, however, that such reimbursement shall not be required to the extent that the amount of such reimbursement is treated as an Investment permitted under subsections 7.3 (vii), (viii), (xiii), (xiv), (xv) or (xvi).

Payment of Taxes and Claims; Tax Consolidation. (A) The Borrowers willEach Borrower shall, and will shall cause each of their Subsidiaries Borrower Subsidiary to, pay (a) all material Taxestaxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its properties Property or assets or in respect of any of its incomefranchises, businesses business, income or franchises before any Property within five days upon Knowledge that a penalty accrues or interest has accrued thereon, and (b) all material claims Claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that less than or equal to $2,000,000 which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of its properties any Borrower’s or Borrower Subsidiary’s Property or assets, prior to the time when within fifteen days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted . Each Borrower shall, and diligently conductedshall cause each Borrower Subsidiary to, so long as (1) pay (a) on the amount required day when due, all taxes, assessments and other governmental charges greater than $2,000,000 imposed upon it or on any of its Property or assets or in order to pay such charge respect of any of its franchises, business, income or claim is included in the Project Budget as a Line Item Property, and (b) the Borrowers are in compliance with Section 5.5 of the Disbursement Agreement all Claims (including, without limitation, claims for labor, services, materials and (2supplies) in the case of a charge or claim for sums greater than $2,000,000 which has have become due and payable and which by law have or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Date. (B) The Borrowers will not, nor will they permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian or a Lien permitted by Section 9.03) upon any of their Subsidiaries) unless any Borrower’s or Borrower Subsidiary’s Property or assets. Notwithstanding the Borrowers and their Subsidiaries preceding sentences, any Borrower or Borrower Subsidiary shall have entered intothe right to contest in good faith the validity or amount of any such taxes or claims by proper proceedings timely instituted, a tax sharing agreement and may permit the taxes or claims to be contested to remain unpaid during the period of such contest if (i) it diligently prosecutes such contest, (ii) it makes adequate provision in conformity with such Person, in form and substance satisfactory to the Administrative Agent. (C) If and to the extent that LVSI, Venetian or any Restricted Subsidiary makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian or any Restricted Subsidiary GAAP with respect to Taxes that are attributable the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to the income force payment of either any contested item or to impose a Lien (other than any Customary Permitted Lien as defined in clause (a) of the Borrowers or any of their Subsidiaries (including in connection definition thereof) with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”), then the Borrowers shall be entitled to reimburse LVSI, Venetian or such Restricted Subsidiary for such Phase II Mall Borrower Taxesrespect thereto is effectively stayed.

Payment of Taxes and Claims; Tax Consolidation. (A) A. The Borrowers Borrower will, and will cause each of their Subsidiaries other Loan Party to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) (a) the amount such reserves or other appropriate provisions, if any, as shall be required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance conformity with Section 5.5 of the Disbursement Agreement Applicable Accounting Standards shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Dateclaim. (B) B. The Borrowers Borrower will not, nor will they it permit any of their Subsidiaries other Loan Party to, file or consent to the filing of any combined, unitary or consolidated income tax Tax return with any Person (other than LVSI, Venetian or any of their Subsidiariesa Loan Party) unless the Borrowers and their Subsidiaries Borrower and/or each Loan Party, as applicable, shall have entered into, a tax sharing agreement with such Person, in form and substance reasonably satisfactory to the Administrative Agent. (C) C. If and to the extent that LVSI, Venetian the Borrower or any Restricted Subsidiary other Loan Party makes a payment or distribution to any direct or indirect shareholder or member other than LVSI, Venetian the Borrower or any Restricted Subsidiary another Loan Party with respect to Taxes that are attributable to the income of either of the Borrowers an Excluded Subsidiary or any of their Subsidiaries (including in connection with the Phase II Mall Sale) (“Phase II Mall Borrower Taxes”)Subsidiary thereof, then the Borrowers shall be entitled Borrower will promptly cause such Excluded Subsidiary to reimburse LVSI, Venetian the Borrower or such Restricted Subsidiary other Loan Party for such Phase II Mall Borrower Taxes; provided, however, that such reimbursement shall not be required to the extent that the amount of such reimbursement is treated as an Investment permitted under subsection 7.3.

Payment of Taxes and Claims; Tax Consolidation. (A) The Borrowers o Company will, and will cause each of their its Subsidiaries to, pay all material Taxestaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) (a) the amount such reserve or other appropriate provision, if any, as shall be required in order to pay such charge or claim is included in the Project Budget as a Line Item and (b) the Borrowers are in compliance conformity with Section 5.5 of the Disbursement Agreement GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim and the Borrowers have demonstrated to the Administrative Agent in its sole determination that such Lien can and will be removed prior to the anticipated Phase II Mall Release Date. (B) The Borrowers claim. o Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than LVSI, Venetian Company or any of their its Subsidiaries). o MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS. o Maintenance of Properties. Company will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Company and its Subsidiaries (including all Intellectual Property) unless and from time to time will make or cause to be made all repairs, renewals and replacements thereof which the Borrowers Company deems appropriate. o Insurance. Company will maintain or cause to be maintained, with financially sound and their reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Company and its Subsidiaries shall have entered intoas may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses, a tax sharing agreement in each case in such amounts (giving effect to self-insurance), with such Persondeductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. Without limiting the generality of the foregoing, Company will maintain or cause to be maintained (i) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (ii) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times satisfactory to Administrative Agent in its commercially reasonable judgment. Each such policy of insurance shall (a) name Administrative Agent for the benefit of Lenders as an additional insured thereunder as its interests may appear and (b) in the case of each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance satisfactory to Administrative Agent, that names Administrative Agent for the benefit of Lenders as the loss payee thereunder for any covered loss in excess of $2 million and provides for at least (x) in the case of any such policies with respect to Scientific Games and its Subsidiaries, 30 days and (y) in the case of any such policies with respect to Company and its Subsidiaries (other than Scientific Games and its Subsidiaries) 10 days, prior written notice to Administrative Agent of any modification or cancellation of such policy. Company will use its commercially reasonable efforts to cause its insurers to change the provisions of its existing insurance policies to provide for at least 30 days prior written notice to Administrative Agent of any modification or cancellation of such policy in connection with the October 31, 2000 renewal of Company's and its Subsidiaries' insurance policies. o Application of Net Insurance/Condemnation Proceeds. o BUSINESS INTERRUPTION INSURANCE. Upon receipt by Company or any of its Subsidiaries of any business interruption insurance proceeds constituting Net Insurance/Condemnation Proceeds, (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company or such Subsidiary may retain and apply such Net Insurance/Condemnation Proceeds for working capital purposes, and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Proceeds (without any deduction for Proposed Reinvestment Proceeds) to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(b); 115 o CASUALTY INSURANCE/CONDEMNATION PROCEEDS. Upon receipt by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds other than from business interruption insurance, (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such Net Insurance/Condemnation Proceeds to pay or reimburse the costs of repairing, restoring or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received or, to the extent not so applied, to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(b) (it being acknowledged and agreed that, in the event that the Company fully repairs, restores or replaces, as the case may be, the assets in respect of which such Net Insurance/Condemnation Proceeds were received for less than the amount of such Net Insurance/Condemnation Proceeds, Company may retain such excess Net Insurance/Condemnation Proceeds; PROVIDED that the amount of such excess Net Insurance/Condemnation Proceeds retained by Company shall not exceed $10 million in any Fiscal Year) and (b) if an Event of Default or Potential Event of Default shall have occurred and be continuing, Company shall apply an amount equal to such Net Insurance/Condemnation Proceeds (without any deduction for Proposed Reinvestment Proceeds) to prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(b); PROVIDED that the aggregate amount applied by Company to pay or reimburse the costs of repairing, restoring or replacing such assets pursuant to the foregoing clause (a) shall not exceed $35 million for any Fiscal Year. o NET INSURANCE/CONDEMNATION PROCEEDS RECEIVED BY ADMINISTRATIVE AGENT. Upon receipt by Administrative Agent. (C) If Agent of any Net Insurance/Condemnation Proceeds as loss payee, if and to the extent that LVSICompany would have been required to apply such Net Insurance/Condemnation Proceeds (if it had received them directly) to prepay the Loans and/or reduce the Revolving Loan Commitments, Venetian or any Restricted Subsidiary makes a payment or distribution Administrative Agent shall, and Company hereby authorizes Administrative Agent to, apply such Net Insurance/Condemnation Proceeds to any direct or indirect shareholder or member other than LVSIprepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as provided in subsection 2.4B(iii)(b), Venetian or any Restricted Subsidiary with respect to Taxes that are attributable and (b) to the income extent the foregoing clause (a) does not apply and (1) the aggregate amount of either such Net Insurance/Condemnation Proceeds received (and reasonably expected to be received) by Administrative Agent in respect of any covered loss does not exceed $20 million, Administrative Agent shall deliver such Net Insurance/Condemnation Proceeds to Company, and Company shall, or shall cause one or more of its Subsidiaries to, promptly apply such Net Insurance/Condemnation Proceeds to the Borrowers costs of repairing, restoring, or replacing the assets in respect of which such Net Insurance/Condemnation Proceeds were received, and (2) if the aggregate amount of Net Insurance/Condemnation Proceeds received (and reasonably expected to be received) by Administrative Agent in respect of any covered loss exceeds $20 million, Administrative Agent shall hold such Net Insurance/Condemnation Proceeds in the Collateral Account established under the Security Agreement and, so long as Company or any of their its Subsidiaries proceeds diligently to repair, restore or replace the assets of Company or such Subsidiary in respect of which such Net Insurance/Condemnation Proceeds were received, Administrative Agent shall from time to time disburse to Company or such Subsidiary from the Collateral Account established under the Security Agreement, to the extent of any such Net Insurance/Condemnation Proceeds remaining therein in respect of the applicable covered loss, amounts necessary to pay the cost of such repair, restoration or replacement after the receipt by Administrative Agent of invoices or other documentation relating to the amount of costs so incurred and the work performed (including in connection including, if required by Administrative Agent, lien releases and architects' certificates); PROVIDED, HOWEVER that if at any time Administrative Agent reasonably determines after discussion with Company (A) that Company or such Subsidiary is not proceeding diligently with such repair, restoration or replacement or (B) that such repair, restoration or replacement cannot be completed with the Phase II Mall Sale) Net Insurance/Condemnation Proceeds then held by Administrative Agent for such purpose, together with funds otherwise available to Company for such purpose, or that such repair, restoration or replacement cannot be completed within 360 days after the receipt by Administrative Agent of such Net Insurance/Condemnation Proceeds, Administrative Agent shall, and Company hereby authorizes Administrative Agent, one Business Day following Administrative Agent's sending of written notice to Company, to apply such Net Insurance/ Condemnation Proceeds to prepay the Loans (“Phase II Mall Borrower Taxes”), then and/or the Borrowers Revolving Loan Commitments shall be entitled reduced) as provided in subsection 2.4B(iii)(b); PROVIDED that Administrative Agent's failure to reimburse LVSI, Venetian or provide such Restricted Subsidiary for written notice will not affect the right of Administrative Agent to apply such Phase II Mall Borrower TaxesNet Insurance/Condemnation Proceeds to prepay the Loans (and to reduce the Revolving Loan Commitments) pursuant to this subsection,. o INSPECTION RIGHTS; LENDER MEETING.