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

Tenant’s Right of First Refusal. Prior to consummating a transaction whereby the REIT (or any holding company that directly or indirectly owns 100% of the REIT) or any of its subsidiaries (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Landlord, or CEC, or a subsidiary thereof, is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below), Landlord shall notify Tenant and CEC of the subject opportunity. CEC (or its designee) shall have the right to lease (and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which Landlord and/or its affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly set forth in a Right of First Refusal Agreement. Landlord’s Right of First Refusal: Prior to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any of its subsidiaries (including Tenant or any of its subsidiaries) (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary thereof) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined below), 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 (or its affiliate)). 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 within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV Facilities.

Tenant’s Right of First Refusal. Prior to consummating a transaction whereby the REIT (or any holding company that directly or indirectly owns 100% of the REIT) Landlord or any of its subsidiaries affiliates (provided, however, that this provision will not apply if the MLSA/Guaranty MLSA has been terminated by Landlord, Landlord or CEC, CEC (or a subsidiary an affiliate thereof, ) is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx CountyLas Vegas, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below)) that is not then subject to a pre-existing lease or management agreement in favor a third-party operator that was not entered into in contemplation of such acquisition or development, Landlord shall notify Tenant and CEC of the subject opportunity. CEC (or its designee) shall have the right to lease (and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which Landlord and/or its affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly set forth in a Right of First Refusal Agreement. Landlord’s Right of First Refusal: Prior to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any of its subsidiaries (including Tenant or any of its subsidiaries) (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary thereof) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined below), 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 (or its affiliate)). 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 within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV FacilitiesLease.

Tenant’s Right of First Refusal. Prior to consummating a transaction whereby the REIT (or any holding company that directly or indirectly owns 100% of the REIT) Landlord or any of its subsidiaries affiliates (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Landlord, Landlord or CEC, CEC (or a subsidiary an affiliate thereof, ) is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx CountyLas Vegas, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below)) that is not then subject to a pre-existing lease or management agreement in favor a third-party operator that was not entered into in contemplation of such acquisition or development, Landlord shall notify Tenant and CEC of the subject opportunity. CEC (or its designee) shall have the right to lease (and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which Landlord and/or its affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly set forth in a Right of First Refusal Agreementthe Lease. Landlord’s Right of First Refusal: Prior to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any of its subsidiaries (including Tenant or any of its subsidiariesaffiliates (including CEC or any of its affiliates) (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary an affiliate thereof) is otherwise no longer managing the Facilities) will own own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx CountyLas Vegas, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined below)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 (or its affiliate)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/Guaranty with respect to the severance lease on terms substantially similar to CEC’s obligations with respect to the MLSA/Guaranty 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.

Tenant’s Right of First Refusal. Prior to consummating a transaction whereby If at any time during the REIT (or any holding company that directly or indirectly owns 100% Term of the REITLease, Landlord receives any bona fide third party offer to lease any available space on the second floor of Building 200 (“ROFR Space”) or any of its subsidiaries which the Landlord is willing to accept (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Landlord, or CEC, or a subsidiary thereof, is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below“Offer”), Landlord shall notify agrees to give Tenant and CEC an opportunity (“Right(s) of the subject opportunity. CEC (or its designeeFirst Refusal”) shall have the right to lease (and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvementROFR Space, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going in Default at the time it elects to be terminated upon or prior to closing of such transaction, (ii) exercise any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which Landlord and/or its affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly set forth in a Right of First Refusal Agreementor at the time the ROFR Space would be added to the Premises. LandlordTenant’s Right of First Refusal: Prior Refusal shall be subject and subordinate to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% rights of CEC) or any of its subsidiaries (including Tenant or any of its subsidiaries) (provided, however, that this provision will not apply if tenants leasing space at the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary thereof) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside Project existing as of the Gaming Enterprise District execution date of Xxxxx Countythis Agreement. If Landlord intends to accept an Offer to lease any ROFR Space to which Tenant’s Right of First Refusal is then applicable, Nevada Landlord shall deliver a copy of the Offer to Tenant, redacting the name of the prospective Tenant and any identifying information. Tenant’s Right of First Refusal as to any Offer shall be deemed rejected if not exercised by notice from Tenant to Landlord (either existing prior to such date or to be developedan “Exercise Notice”) other than an Excluded Propco Opportunity given within two (as defined below), Tenant shall notify Landlord 2) business days after Tenant’s receipt of the subject opportunityOffer (the “Exercise Period”). If an Exercise Notice is given by Tenant within the Exercise Period, this Lease shall be amended such that the ROFR Space shall become part of the Premises under this Lease as of the date set forth in the Offer. Landlord and Tenant shall, within thirty (10) days after such Exercise Notice by Tenant, execute a lease amendment providing for the incorporation of the ROFR Space into the Premises on the terms set forth in the Offer. Should Tenant reject the Offer, Landlord shall be free to lease the ROFR Space to the prospective tenant on economic terms substantially similar to those provided on the offer and Tenant 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 (or its affiliate)). 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 no further rights with respect to such property and (iii) incorporating such other terms that ROFR Space. If Tenant and Landlord have agreed to. In fails to lease 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 ROFR space to the counterparty than those presented prospective tenant or any other prospective tenant on economic terms substantially similar 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 Offer within six months after the date Tenant rejects said Offer, then Landlord shall be required to submit any future offers to lease on the ROFR space to Tenant in accordance with respect to any such facilities which are located within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) terms of any existing Non-CPLV Facilitiesthis Section 27.

Tenant’s Right of First Refusal. Prior to consummating a transaction whereby the REIT (or Provided that Tenant is not then in default beyond any holding company that directly or indirectly owns 100% of the REIT) or any of its subsidiaries (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Landlord, or CEC, or a subsidiary thereof, is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below)applicable notice and cure periods, Landlord shall notify Tenant and CEC in writing (the “Landlord’s Notice”) if, at any time during the Term, Landlord has a letter of intent Landlord intends to accept (from a potential third party tenant) to lease all or any portion of the subject opportunitysecond floor, third floor, and/or sixth floor of the Building, which is not then included within the Leased Premises (the “Offer Premises”), excluding, however, a transfer of the Offer Premises to the holder of any first mortgage lien encumbering the Offer Premises. CEC (or its designee) Upon receipt of Landlord’s Notice, which shall include the letter of intent, provided that Tenant is not then in default beyond any applicable notice and cure periods, Tenant shall have the right option to lease (the Offer Premises at the base rent and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) upon all but only all such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization), (iii) any transaction structured by the seller conditions as a sale-leaseback, (iv) any transaction in which Landlord and/or its affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly are set forth in a Landlord’s Notice (“Right of First Refusal AgreementRefusal”). Tenant shall have 10 days upon receipt of Landlord’s Notice in which to notify Landlord of its election to exercise Tenant’s Right of First Refusal: Prior . In the event Tenant fails to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any notify Landlord of its subsidiaries (including Tenant desire to exercise its Right of First Refusal within such 10 day period, such failure shall be conclusively deemed a rejection of the Right of First Refusal, whereupon Landlord shall be free to lease the Offer Premises to the third party with whom Landlord had the binding agreement accompanying Landlord’s Notice and, except as next provided, Tenant’s Right of First Refusal shall be of no further force or any of its subsidiaries) (effect with respect to such Offer Premises; provided, however, that this provision will not Tenant’s Right of First Refusal shall again apply if Landlord does not lease the MLSA/Guaranty has been terminated Offer Premises to such third party upon substantially the same financial terms contemplated in Landlord’s Notice (meaning, for purposes hereof, at financial terms which do not vary by Propco or, with Propcomore than 7.5% from the financial terms reflected in such Landlord’s consent, CEC (or a subsidiary thereofNotice) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside within 180 days following Tenant’s receipt of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined below), applicable Landlord’s Notice. Within 20 business days after Tenant shall notify notifies Landlord of the subject opportunity. Landlord shall have the right its agreement to own exercise Tenant’s Right of First Refusal, or 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 additional time as agreed by Landlord and leased Tenant in writing, Landlord and Tenant shall enter into an amendment to Tenant (this lease containing the terms and conditions set forth in Landlord’s Notice and such other mutually agreed upon terms and conditions. Tenant’s Right of First Refusal under this §49 shall be managed by Manager (of no further force or its affiliate)). In such event, Tenant and Landlord shall amend effect upon the Lease by leasing of the particular Offer Premises (i) adding so long as Landlord complied with the additional property as Leased Property, terms and conditions set forth in the paragraph above and (ii) increasing Rent by the Allocated Rent Amount with respect to until such property and (iii) incorporating time as said third party no longer leases such other terms that Tenant Offer Premises and Landlord have agreed to. In has a letter of intent Landlord intends to accept (from another potential third party tenant) to lease such Offer Premises, but shall continue for any other Offer Premises which becomes available during 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 within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV FacilitiesTerm.

Tenant’s Right of First Refusal. Prior to consummating a transaction whereby the REIT (or any holding company that directly or indirectly owns 100% Paragraph 60 of the REITOriginal Lease, as well as Paragraph 8 of the above-described Fourth Amendment to Office Lease and the above-described Fifth Amendment to Office Lease, are hereby rendered inoperative and of no further force or effect. Instead, Landlord hereby agrees that throughout the Term of this Lease and as long as no uncured event of default has occurred under this Lease, Tenant shall have a right of first refusal to lease any vacant space in the area(s) located on the 14th floor though and including the 21st floor and in the area(s) located on the 24th floor through and including the 26th floor (i.e., all of the so-called Low-Mid Rise Elevator Stack of the Building other than the 22nd and 23rd floors), as well as any vacant space contiguous to the Premises in the so-called Low Rise Elevator Stack of the Building (with all such the designated areas being hereinafter referred to as the "Designated Areas"), which Landlord intends to market for lease to a party or parties other than the current tenant(s) thereof. The right granted by this Paragraph 8 shall apply throughout the Term of this Lease and any of its subsidiaries (provided, renewals or extensions thereof; however, that this provision will not apply if such right is subject to the MLSA/Guaranty has been terminated by Landlordfollowing terms and conditions: If a proposed tenant, or CEC, or a subsidiary thereof, is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed)i.e., other than the current tenant in the space, gives Landlord an Excluded CEC Opportunity (as defined below), Landlord shall notify Tenant and CEC expression of interest in leasing then vacant space within any of the subject opportunity. CEC Designated Areas (either as a separate leased premises or its designee) shall have together with space outside the right to lease (and Manager (or its affiliate) manage) such facilityDesignated Areas), and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property intends to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect the proposed tenant for such space, Landlord shall deliver to the additional property whereby Tenant a written notice which (i) rent thereunder shall specifies the portion or portions of the Designated Areas and, if applicable, any other space in the Building which the proposed tenant wishes to lease and Landlord intends to allow to be established based on formulas consistent leased along with the EBITDAR coverage ratio portion or portions of the Designated Areas (determined based on all such space being referred to collectively as the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee"Refusal Space"), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which identifies the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization)proposed tenant, (iii) any transaction structured by summarizes what Landlord considers to be the seller as a sale-leasebackmost significant business terms of the proposed lease, and (iv) any transaction in which offers to lease the Refusal Space to Tenant on the same terms and conditions as Landlord and/or its affiliates will intends to offer to the proposed tenant. Tenant shall then have a period of three (3) business days from the delivery of such notice (the "Delivery Date") to accept the lease offered by Landlord. If within such 3 business day period Tenant does not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which give Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly set forth in a Right of First Refusal Agreement. Landlord’s Right of First Refusal: Prior to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any written notice of its subsidiaries (including Tenant or any of its subsidiaries) (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary thereof) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside acceptance of the Gaming Enterprise District lease offered by Landlord (time being of Xxxxx County, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined belowthe essence), Tenant shall notify Landlord of the subject opportunity. then Landlord shall have be entitled to execute with 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 proposed tenant identified in a manner that allows the subject property to be owned by Landlord and leased Landlord's notice to Tenant (or with an "affiliated entity," i.e., an entity affiliated to such identified proposed tenant by common ownership), a lease of the Refusal Space for the same or better (for Landlord) terms as stated in the notice to Tenant. If within one hundred eighty (180) days after the Delivery Date Landlord does so execute a lease of the Refusal Space, this right of first refusal shall xxxxx as to that portion of the Refusal Space which is in the Designated Areas, until the expiration of such lease and be managed by Manager any extensions or renewals thereof. If Landlord does not execute a lease of the Refusal Space with the proposed tenant or an affiliated entity within one hundred eighty (or its affiliate)). In such event180) days after the Delivery Date, Tenant and then Landlord shall amend again comply with the Lease by (i) adding terms of this Paragraph 8 in marketing the additional property as Leased Property, (ii) increasing Rent by portion of 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 Refusal Space which 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 within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV FacilitiesDesignated Areas.

Tenant’s Right of First Refusal. Prior to consummating a transaction whereby the REIT (or any holding company that directly or indirectly owns 100% of the REIT) or any of its subsidiaries (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Landlord, or CEC, or a subsidiary thereof, is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below), Landlord shall notify Tenant and CEC of the subject opportunity. CEC (or its designee) shall have the right to lease (and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being understood that the relevant parties shall use reasonable, good faith efforts to obtain any such consent, approval, license or authorization), (iii) any transaction structured by the seller as a sale-leaseback, (iv) any transaction in which Landlord and/or its affiliates will not own at least 50% of, or control, the entity that will own the gaming facility, and (v) any transaction in which Landlord or its affiliates proposes to acquire a then-existing gaming facility from Landlord or its affiliates. The mechanics and timing of applicable notices in respect of, and the exercise of, Tenant’s ROFR will be more particularly set forth in a Right of First Refusal Agreement. Landlord’s Right of First Refusal: Prior to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any of its subsidiaries (including Tenant or any of its subsidiaries) (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary thereof) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined below), 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 (or its affiliate)). 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 within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV Facilities.