Common use of Transfers Generally Clause in Contracts

Transfers Generally. Owner may sell, assign, transfer or convey, without User’s consent, all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, or any interest therein. If the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, then Owner shall be released from all future liabilities and obligations of Owner under this Agreement with respect to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) such conveyance and (y) the applicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), but less than all, of the Golf Courses are so conveyed, execution of a Severance Agreement, and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transferee. Notwithstanding anything to the contrary herein, Owner shall not sell, assign, transfer or convey any of the Golf Courses, or assign this Agreement, to (1) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry by any Gaming Authority, where such association may adversely affect any of User’s or its Affiliates’ Gaming Licenses or User’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer under this Article XVI shall be subject to all applicable Legal Requirements, and no such assignment or transfer shall be effective until any applicable approvals, if applicable, are obtained.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of the Golf Courseswhich joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, any individual Golf Course such tenants in common or any portion other permitted transferee of any Golf Coursethis Lease, or any interest therein. If the subject transaction involves a salein each case, assignment(an “Acquirer”) and, transfer or conveyance of all of the Golf Coursesin connection with such transaction, then this Agreement Lease shall be assigned to the applicable transferee Acquirer such that such transferee the Acquirer shall become successor Owner Landlord as if an original party to this AgreementLease. All Acquirers shall execute a joinder to the Intercreditor Agreement in form and substance reasonably acceptable to all parties thereto. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course entire Leased Property (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 belowexclusions for assets that may not be transferred and that, this Agreement shall remain in full force and effect with respect to the Golf Course(saggregate, are de minimis) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all liabilities and Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance Landlord hereunder and thereunder (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2II) a Manager Prohibited Person (as defined in the MLSA), or (3III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Owner may sell, Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer or convey, without User’s consent, all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. If Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the subject transaction involves experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a salefirst-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, assignmentwhether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, without limitation (and the following shall be deemed to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or conveyance other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the Golf Coursesassets of Tenant, then with or without the specific assignment of this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, Lease; and (bv) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described change in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of control in any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjustedpartnership tenant; provided, however, that the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the applicable Golf Course voting stock of Tenant or Guarantor is rendered Unsuitable owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for Its Primary Intended Useconsent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, then (A) Landlord shall have the right to terminate this Agreement shall terminate Lease with respect to such Golf Course as that portion of the closing of Leased Premises for which such transactionconsent is requested, and (B) commencing upon at the proposed effective date of such terminationassignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (1and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection with any proposed Transfer, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to a Transfer to an Affiliate of Xxxxx Xxxxx, Inc. shall not be required provided: (i) the CES Use Fee Transfer shall only be adjusted effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in accordance with the CES Use Fee Reduction Amount writing; (iii) Tenant is not in default under or in breach of this Lease; and (2iv) the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted Tenant notified Landlord in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all writing of the Golf Courses, any individual Golf Course or any portion of any Golf Course, then Owner shall be released from all future liabilities and obligations of Owner under this Agreement with respect Transfer to an Affiliate at least ten (10) days prior to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) such conveyance and (y) the applicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), but less than all, of the Golf Courses are so conveyed, execution of a Severance Agreement, and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transferee. Notwithstanding anything to the contrary herein, Owner shall not sell, assign, transfer or convey any of the Golf Courses, or assign this Agreement, to (1) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry by any Gaming Authority, where such association may adversely affect any of User’s or its Affiliates’ Gaming Licenses or User’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer under this Article XVI shall be subject to all applicable Legal Requirements, and no such assignment or transfer shall be effective until any applicable approvals, if applicable, are obtainedTransfer.

Transfers Generally. Owner may sell, assign, transfer or convey, without User’s consent, all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, or any interest therein. If the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, then Owner shall be released from all future liabilities and obligations of Owner under this Agreement with respect to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) such conveyance and (y) the applicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), but less than all, of the Golf Courses are so conveyed, execution of a Severance Agreement, and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transferee. Notwithstanding anything to the contrary herein, Owner shall not sell, assign, transfer or convey any of the Golf Courses, or assign this Agreement, to (1) a Tenant Prohibited Person (as defined in the MLSA), Regional Lease) or (2) a Manager Prohibited Person (as defined in the MLSA), or (3) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry by any Gaming Authority, where such association may adversely affect any of User’s or its Affiliates’ Gaming Licenses or User’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer under this Article XVI shall be subject to all applicable Legal Requirements, and no such assignment or transfer shall be effective until any applicable approvals, if applicable, are obtained.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Golf CoursesMinimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), any individual Golf Course or any portion of any Golf Course, or any interest therein. If shall be no greater than the subject transaction involves a Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, conveyance; and (b) a Severance Agreement with such transferee minimum capital expenditure requirements shall be entered into with respect to calculated on an individual, standalone basis under this Lease and under the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjustedOther Leases; providedexcept, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then foregoing clauses (Aa) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (Bb) commencing upon shall not apply to any transaction described in clause (iii) below. All Acquirers shall execute a joinder to the date of such termination, Intercreditor Agreement in form and substance reasonably acceptable to all parties thereto. If Landlord (1including any permitted successor Landlord) shall convey the CES Use Fee shall be adjusted Leased Property in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all liabilities and Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance Landlord hereunder and thereunder (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2II) a Manager Prohibited Person (as defined in the MLSA), or (3III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of the Golf Courseswhich joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, any individual Golf Course such tenants in common or any portion other permitted transferee of any Golf Coursethis Lease, or any interest therein. If the subject transaction involves a salein each case, assignment(an “Acquirer”) and, transfer or conveyance of all of the Golf Coursesin connection with such transaction, then this Agreement Lease shall be assigned to the applicable transferee Acquirer such that such transferee the Acquirer shall become successor Owner Landlord as if an original party to this AgreementLease. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course entire Leased Property (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 belowexclusions for assets that may not be transferred and that, this Agreement shall remain in full force and effect with respect to the Golf Course(saggregate, are de minimis) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all liabilities and Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance Landlord hereunder and thereunder (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2II) a Manager Prohibited Person (as defined in the MLSA), or (3III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the entire Leased Property with respect to all of the Golf Courses, Facilities hereunder or the entire Leased Property with respect to any individual Golf Course Facility, in each case, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the applicable Leased Property as tenants in common, but only if all such Affiliated Persons execute a joinder to either this Lease or the applicable Severance Lease, as applicable, as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any portion other permitted transferee of any Golf Coursethis Lease, or any interest therein. If in each case, an “Acquirer”) and, in connection with such transaction, (a) if the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Coursesentire Leased Property, then this Agreement Lease shall be assigned to the applicable transferee Acquirer such that such transferee the Acquirer shall become successor Owner Landlord as if an original party to this Agreement. If Lease, and (b) if the subject transaction involves a sale, assignment, transfer or conveyance of the Leased Property with respect to an individual Facility (or, if at any individual Golf Course time additional Facilities (or other than the CPLV Facility and the HLV Facility) shall be included in this Lease, with respect to several Golf Courses Facilities but not all of the Golf CoursesFacilities), then (aexcept as provided in the third (3rd) subject to sentence of this Section 16.2 below, 18.1) (A) this Agreement Lease shall remain in full force and effect with respect to the Golf Course(sFacility(ies) not transferred to the applicable transfereeAcquirer, and (bB) a Severance Agreement Lease (and a Severance Guaranty), with such transferee the applicable Acquirer, shall be entered into with respect to the Golf Course(stransferred Facility(ies) transferred to the applicable transferee as described in Section 16.2 18.2 below. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer entire Leased Property or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate entire Leased Property with respect to such Golf Course an individual Facility (or Facilities, as of applicable) (subject, in each case, to exclusions for assets that may not be transferred and that, in the closing of such transactionaggregate, and (Bare de minimis) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease with 127 respect to the transferred portion of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations relating to such transferred Leased Property shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur (and, for the avoidance of doubt, except in the case of subclause (b) of the following clause (i), neither a Severance Lease nor a Severance Guaranty shall be required to be entered into with respect thereto): (i) any transfer of (a) the entire Leased Property or (b) the entire Leased Property with respect to an individual Facility to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the Golf Course(saggregate, are de minimis) or in accordance with the applicable portion terms of a Golf Course this Lease (provided such conveyance of such portion including any transfer of the Golf Course does not affect direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Primary Intended Use Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the remaining portion of such Golf Course Leased Property (so long as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) upon consummation of such conveyance transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to all of the Leased Property pertaining to any Facility or Facilities (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property in respect of any Facility or Facilities that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest (or the interest of any of the fee owning entities comprising Landlord) under this Lease or a sale of Landlord’s (Aor any such fee owning entity’s or entities’) express reversionary interest in the Leased Property (or the applicable Leased Property pertaining to any individual Facility) so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (in the case of a sale or transfer of the Leased Property with respect to all of the Facilities), or all of the Leased Property pertaining to an individual Facility (in the case of a sale or transfer of the Leased Property with respect to an individual Facility) (subject, in each case, to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all liabilities and Lease Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(sLandlord hereunder and thereunder (if any) arising after such conveyance and (B) in the event at least one (1128 case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord” with respect to the applicable Facility(ies).

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of the Golf Courseswhich joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, any individual Golf Course such tenants in common or any portion other permitted transferee of any Golf Coursethis Lease, or any interest therein. If the subject transaction involves a salein each case, assignment(an “Acquirer”) and, transfer or conveyance of all of the Golf Coursesin connection with such transaction, then this Agreement Lease shall be assigned to the applicable transferee Acquirer such that such transferee the Acquirer shall become successor Owner Landlord as if an original party to this AgreementLease. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course entire Leased Property (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 belowexclusions for assets that may not be transferred and that, this Agreement shall remain in full force and effect with respect to the Golf Course(saggregate, are de minimis) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the 115 date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all liabilities and Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance Landlord hereunder and thereunder (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2II) a Manager Prohibited Person (as defined in the MLSA), or (3III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming 116 Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Golf CoursesMinimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), any individual Golf Course or any portion of any Golf Course, or any interest therein. If shall be no greater than the subject transaction involves a Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, conveyance; and (b) a Severance Agreement with such transferee minimum capital expenditure requirements shall be entered into with respect calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to the Golf Course(s) transferred to the applicable transferee as any transaction described in Section 16.2 clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted Leased Property in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all liabilities and Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance Landlord hereunder and thereunder (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2II) a Manager Prohibited Person (as defined in the MLSA), or (3III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Owner may sell, assign, transfer or convey, without User’s consent, all (a) Lender reserves the right to condition the consent required hereunder upon (i) (other than in connection with a Transfer under Section 5.2.11 above) a modification of the Golf Coursesterms hereof and of the Mortgage, any individual Golf Course the Note or any portion the other Loan Documents; (ii) an assumption of any Golf Coursethis Agreement, or any interest therein. If the subject transaction involves a saleNote, assignment, transfer or conveyance the Mortgage and the other Loan Documents as so modified by the proposed transferee; (iii) payment of all of Lender’s expenses incurred in connection with such transfer including, without limitation, the Golf Coursescost of any third party reports, legal fees, rating agency approval or required legal opinions; (iv) the payment of an assumption fee equal to $250,000, (v) the delivery of a nonconsolidation opinion reflecting the proposed transfer satisfactory in form and substance to Lender; (f) the proposed transferee’s continued compliance with the representations and covenants set forth herein and the other Loan Documents; (vi) the delivery of evidence satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then this current standards of Lender and the Rating Agencies; (vii) prior to any release of Guarantor, a substitute Person(s) reasonably acceptable to Lender shall have assumed the Guaranty and Environmental Indemnity Agreement shall be assigned or executed a replacement guaranty reasonably satisfactory to Lender, (viii) a confirmation in writing from the applicable Rating Agencies to the applicable transferee such effect that such transferee shall become successor Owner as if an original party transfer and the release referred to this Agreement. If the subject transaction involves in clause (vii) will not result in a saledowngrade, assignment, transfer withdrawal or conveyance of any individual Golf Course (or several Golf Courses but not all qualification of the Golf Courses)respective ratings in effect immediately prior to such Transfer for the Securities issued in connection with the Securitization which are then outstanding, then or (aix) subject (other than in connection with a transfer under Section 5.2.11) such other conditions as Lender shall determine to Section 16.2 belowbe in the interest of Lender, this Agreement shall remain in full force including, without limitation, the creditworthiness, reputation and effect qualifications of the transferee with respect to the Golf Course(s) Loan and the Property. Lender shall not transferred be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the applicable transfereeDebt immediately due and payable upon Borrower’s sale, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a saleconveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments Property or any portion thereof without Lender’s consent. This provision shall be adjustedapply to every sale, mortgage, grant, bargain, encumbrance, pledge, assignment, or Transfer of the Property or any portion thereof regardless of whether voluntary or not, or whether or not Lender has consented to any previous sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property or any portion thereof; provided, however, however that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then this Section 5.2.12 shall not apply to any transfers made pursuant to clauses (Ac) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (Bd) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, then Owner shall be released from all future liabilities and obligations of Owner under this Agreement with respect to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) such conveyance and (y) the applicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), but less than all, of the Golf Courses are so conveyed, execution of a Severance Agreement, and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transferee. Notwithstanding anything to the contrary herein, Owner shall not sell, assign, transfer or convey any of the Golf Courses, or assign this Agreement, to (1) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry by any Gaming Authority, where such association may adversely affect any of User’s or its Affiliates’ Gaming Licenses or User’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer under this Article XVI shall be subject to all applicable Legal Requirements, and no such assignment or transfer shall be effective until any applicable approvals, if applicable, are obtainedSection 5.2.10 above.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Golf CoursesMinimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), any individual Golf Course or any portion of any Golf Course, or any interest therein. If shall be no greater than the subject transaction involves a Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, conveyance; and (b) a Severance Agreement with such transferee minimum capital expenditure requirements shall be entered into with respect calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to the Golf Course(s) transferred to the applicable transferee as any transaction described in Section 16.2 clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted Leased Property in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner 119 Landlord under this Agreement Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all liabilities and Lease Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(sLandlord hereunder and thereunder (if any) arising after such conveyance and (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord” with respect to the Facility.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of the Golf Courseswhich joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, any individual Golf Course such tenants in common or any portion other permitted transferee of any Golf Coursethis Lease, or any interest therein. If the subject transaction involves a salein each case, assignment(an “Acquirer”) and, transfer or conveyance of all of the Golf Coursesin connection with such transaction, then this Agreement Lease shall be assigned to the applicable transferee Acquirer such that such transferee the Acquirer shall become successor Owner Landlord as if an original party to this AgreementLease. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course entire Leased Property (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 belowexclusions for assets that may not be transferred and that, this Agreement shall remain in full force and effect with respect to the Golf Course(saggregate, are de minimis) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the 115 date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind the Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all liabilities and Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance Landlord hereunder and thereunder (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2II) a Manager Prohibited Person (as defined in the MLSA), or (3III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming 116 Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained.. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”. 18.2

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Golf CoursesMinimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), any individual Golf Course or any portion of any Golf Course, or any interest therein. If shall be no greater than the subject transaction involves a Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, conveyance; and (b) a Severance Agreement with such transferee minimum capital expenditure requirements shall be entered into with respect calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to the Golf Course(s) transferred to the applicable transferee as any transaction described in Section 16.2 clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted Leased Property in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all liabilities and Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance Landlord hereunder and thereunder (B) in the event at least one (1case of multiple Affiliated Persons, on a 85 joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2II) a Manager Prohibited Person (as defined in the MLSA), or (3III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Golf CoursesMinimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), any individual Golf Course or any portion of any Golf Course, or any interest therein. If shall be no greater than the subject transaction involves a Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, conveyance; and (b) a Severance Agreement with such transferee minimum capital expenditure requirements shall be entered into with respect calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to the Golf Course(s) transferred to the applicable transferee as any transaction described in Section 16.2 clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted Leased Property in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the Golf Course(sentire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such conveyance xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (Aand without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) express on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all liabilities and Lease Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(sLandlord hereunder and thereunder (if any) arising after such conveyance and (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord” with respect to the Facility.

Transfers Generally. Owner Landlord may sell, assign, transfer or convey, without UserTenant’s consent, the entire Leased Property with respect to all of the Golf Courses, Facilities hereunder or the entire Leased Property with respect to any individual Golf Course Facility, in each case, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the applicable Leased Property as tenants in common, but only if all such Affiliated Persons execute a joinder to either this Lease or the applicable Severance Lease, as applicable, as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any portion other permitted transferee of any Golf Coursethis Lease, or any interest therein. If in each case, an “Acquirer”) and, in connection with such transaction, (a) if the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Coursesentire Leased Property, then this Agreement Lease shall be assigned to the applicable transferee Acquirer such that such transferee the Acquirer shall become successor Owner Landlord as if an original party to this Agreement. If Lease, and (b) if the subject transaction involves a sale, assignment, transfer or conveyance of the Leased Property with respect to an individual Facility (or, if at any individual Golf Course time additional Facilities (or other than the CPLV Facility and the HLV Facility) shall be included in this Lease, with respect to several Golf Courses Facilities but not all of the Golf CoursesFacilities), then (aexcept as provided in the third (3rd) subject to sentence of this Section 16.2 below, 18.1) (A) this Agreement Lease shall remain in full force and effect with respect to the Golf Course(sFacility(ies) not transferred to the applicable transfereeAcquirer, and (bB) a Severance Agreement Lease (and a Severance Guaranty), with such transferee the applicable Acquirer, shall be entered into with respect to the Golf Course(stransferred Facility(ies) transferred to the applicable transferee as described in Section 16.2 18.2 below. If Landlord (including any permitted successor Landlord) shall convey the subject transaction involves a sale, assignment, transfer entire Leased Property or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate entire Leased Property with respect to such Golf Course an individual Facility (or Facilities, as of applicable) (subject, in each case, to exclusions for assets that may not be transferred and that, in the closing of such transactionaggregate, and (Bare de minimis) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month terms of this Lease, other than as security for a debt, and the Minimum Rounds Per Year shall each be adjusted in accordance with applicable Acquirer expressly assumes all obligations of Landlord arising after the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all date of the Golf Coursesconveyance, any individual Golf Course or any portion of any Golf Course, then Owner Landlord shall thereupon be released from all future liabilities and obligations of Owner Landlord under this Agreement Lease with respect to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such transferred portion of the Golf Course does not affect Leased Property arising or accruing from and after the Primary Intended Use date of such conveyance or other transfer and all such future liabilities and obligations relating to such transferred Leased Property shall thereupon be binding upon such applicable Acquirer. Without limitation of the remaining portion preceding provisions of such Golf Course this Section 18.1, any or all of the following shall be freely permitted to occur (and, for the avoidance of doubt, except in the case of subclause (b) of the following clause (i), neither a Severance Lease nor a Severance Guaranty shall be required to be entered into with respect thereto): (i) any transfer of (a) the entire Leased Property or (b) the entire Leased Property with respect to an individual Facility to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) upon consummation of such conveyance transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to all of the Leased Property pertaining to any Facility or Facilities (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the applicable transfereexxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property in respect of any Facility or Facilities that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest (or the interest of any of the fee owning entities comprising Landlord) under this Lease or a sale of Landlord’s (Aor any such fee owning entity’s or entities’) express reversionary interest in the Leased Property (or the applicable Leased Property pertaining to any individual Facility) so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (in the case of a sale or transfer of the Leased Property with respect to all of the Facilities), or all of the Leased Property pertaining to an individual Facility (in the case of a sale or transfer of the Leased Property with respect to an individual Facility) (subject, in each case, to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all liabilities and Lease Related Agreements to which Landlord is a party, assuming all obligations of Owner under this Agreement relating to such transferred Golf Course(sLandlord hereunder and thereunder (if any) arising after such conveyance and (B) in the event at least one (1case of multiple Affiliated Persons, on a joint and several basis), but less than all, the form and substance of the Golf Courses are so conveyed, execution of a Severance Agreement, which assumption shall be reasonably satisfactory to Tenant and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transfereeLandlord. Notwithstanding anything to the contrary herein, Owner Landlord shall not sell, assign, transfer or convey any of the Golf CoursesLeased Property, or assign this AgreementLease, to (1I) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry Gaming Industry by any Gaming Authority, Authority where such association may would reasonably be expected to adversely affect affect, any of UserTenant’s or its Affiliates’ Gaming Licenses or UserTenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer by Landlord under this Article XVI XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such assignment or transfer shall be effective until any applicable approvalsapprovals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord” with respect to the applicable Facility(ies).

Transfers Generally. Owner may sell(a) Except as otherwise expressly provided in this Lease, Tenant shall not, directly or indirectly, assign, mortgage, pledge, or otherwise transfer this Lease, or convey, without User’s consent, all of the Golf Courses, any individual Golf Course or any portion of any Golf CourseTenant's legal or beneficial interest in this Lease, or any interest therein. If the subject transaction involves enter into a sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect Sublease with respect to the Golf Course(s) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer whole or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none part of the Golf Course Use Payments shall be adjusted; providedPremises (excluding Allowed Subleases) (collectively, howevera "Transfer"), that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect prior to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of Final Completion of Tenant's Improvements without the City’s prior written approval, which may be withheld or granted in the City’s sole discretion. From and after such terminationdate, (1) the CES Use Fee except as otherwise expressly provided in this Lease, no Transfer shall be adjusted permitted without Landlord's prior written approval in accordance with each instance, which approval shall not be unreasonably withheld, conditioned or delayed. In furtherance but not in limitation of the CES Use Fee Reduction Amount foregoing, the City may withhold its consent to any Transfer for which the City’s approval is required hereunder (and, where in this Section 13.1 the City has agreed not to unreasonably withhold its consent to a Transfer, shall not be deemed unreasonable for doing so) because of the City's special concerns as a public entity regarding any proposed Transferee's character or reputation in the community, whether or not such concerns would be important to a commercial enterprise, or if there exists an uncured Event of Default under this Lease after the expiration of applicable grace, notice and (2) cure periods. At the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted City's option, any attempted Transfer without said prior written approval or otherwise in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee violation of any provision of this Article 13 shall be re-determined void, ab initio, shall be of no force and effect, and shall confer no rights on or in connection therewith)favor of third parties, provided that the City may, at its option, collect rent from any such Transferee and apply the net amount collected to the Rent due from Tenant hereunder, but no such collection shall be deemed a waiver of such violation, or the acceptance of such Transferee as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant set forth in this Lease. If Owner (including any successor Owner) shall convey all [Parties to discuss structuring to allow assignments of separate portions of the Golf Courses, any individual Golf Course or any portion of any Golf Course, then Owner shall be released from all future liabilities and obligations of Owner under this Agreement with respect Project to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) such conveyance and (y) the applicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), but less than all, of the Golf Courses are so conveyed, execution of a Severance Agreement, and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transferee. Notwithstanding anything to the contrary herein, Owner shall not sell, assign, transfer or convey any of the Golf Courses, or assign this Agreement, to (1) a Tenant Prohibited Person (as defined in the MLSA), (2) a Manager Prohibited Person (as defined in the MLSA), or (3) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry by any Gaming Authority, where such association may adversely affect any of User’s or its Affiliates’ Gaming Licenses or User’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer under this Article XVI shall be subject to all applicable Legal Requirements, and no such assignment or transfer shall be effective until any applicable approvals, if applicable, are obtaineddistinct ownership entities following Final Completion.]